Common use of Security Agreement Clause in 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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.

Appears in 13 contracts

Samples: Discovery Zone Inc, Discovery Zone Inc, Discovery Zone Inc

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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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the ObligationsDebt, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph Section 18 the "COLLATERAL"“Collateral”). Grantor Mortgagor hereby agrees with Beneficiary 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, time reasonably consider necessary to create, perfect, and preserve Beneficiary's Mortgagee’s security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such as to all or any part of the Trust Mortgaged Property that is which now or may become 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Mortgagor in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine Mortgagee in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Mortgagor, Grantor such Mortgagor shall notify Beneficiary Mortgagee thereof and, and promptly after request, Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Beneficiary Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Grantor 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 materially increase Grantor's Mortgagor’s obligations under the Note, this Deed of Trust or Mortgage and the other Relevant Loan Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interestinterest upon Mortgagor’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryMortgagee, as secured partyMortgagor’s attorney-in-fact, in connection with the Collateral covered by this Deed of TrustMortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such appointment proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 8 contracts

Samples: Lightstone Value Plus Real Estate Investment Trust, Inc., Lightstone Value Plus Real Estate Investment Trust, Inc., Lightstone Value Plus Real Estate Investment Trust, 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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Trustor in the Trust Mortgaged Property. Grantor Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the ObligationsDebt, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph Section 18 the "COLLATERALCollateral"). Grantor Trustor hereby agrees with Beneficiary 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, time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this This Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such as to all or any part of the Trust Mortgaged Property that is which now or may become 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 or TrusteeBeneficiary, Grantor Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor Trustor shall pay to Beneficiary on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Trustor in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorTrustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Trustor, Grantor such Trustor shall notify Beneficiary thereof and, and promptly after request, 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, Grantor 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 materially increase GrantorTrustor's obligations under the Note, this Deed of Trust or and the other Relevant Loan Documents. Grantor Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interestinterest 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 UCC financing or other statements (or related documents) signed only by Beneficiary, as secured partyTrustor'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 appointment 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 terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 5 contracts

Samples: HRPT Properties Trust, HRPT Properties Trust, HRPT Properties Trust

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 Trust 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 Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"remedies available under UCC ss.9-501(d). Grantor hereby agrees with Beneficiary to execute and deliver to BeneficiaryBorrower is, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of this Security Instrument, deemed to be the Uniform Commercial Code upon 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 delayed, no other security interest will be created under the provisions of the Trust 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 except as otherwise permitted hereunder. Borrower agrees that is or may become fixtures. Information concerning all property of every nature and description covered by 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 the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trustare encumbered as a unit, and upon and during the place where Grantor's books and records in respect continuance of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredby 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 limitation, to the extent permitted by law, the right to take possession of the Collateral or any part thereofProperty, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. 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 Obligations in such priority and proportions as Beneficiary shall determine in its sole discretionapplicable 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 Grantor, Grantor shall notify Beneficiary thereof and, promptly after request, shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority Lender's 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, Grantor 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 materially increase Grantor's obligations priorities under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustSecurity Instrument.

Appears in 5 contracts

Samples: Deed of Trust, Security Agreement (Shelbourne Properties Ii Inc), Deed of Trust, Security Agreement (Shelbourne Properties Ii Inc), Mortgage, Security Agreement (Shelbourne Properties Iii 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 Trust 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 Grantor in the Trust Property. Grantor 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 Obligations, 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 Trust Property to definition of “Leases” which are included within the full extent that Code be covered by the Trust Property may security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be subject to covered by the Uniform Commercial Code (said portion provisions of the Trust Property so subject grant to the Uniform Commercial Code being called in this paragraph the "COLLATERAL")Trustee herein. 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, 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 Code. All or part of the Trust Property is are or is are to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.

Appears in 4 contracts

Samples: Styrochem U S LTD, Styrochem U S LTD, Styrochem U S LTD

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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and Mortgagor hereby grants to Beneficiary, as security unto the Mortgagee for the Obligations, benefit of the Secured Parties a security interest in and to all the Trust 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 Trust Property appropriate offices in the state in which the Premises are located and otherwise may be subject required or advisable to perfect the security interest granted by this Mortgage in all the Encumbered Property that is not real property. The Mortgagor hereby appoints the Mortgagee as its true and lawful attorney-in-fact and agent, for the Mortgagor and in its name, place and stead, in any and all capacities, to execute any document and to file the same in the appropriate offices (to the Uniform Commercial Code (said portion of extent it may lawfully do so), and to perform each and every act and thing requisite and necessary to be done to perfect the Trust Property so subject security interest hereby granted. The Mortgagee shall have all rights with respect to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust 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. The Mortgagor agrees, to the extent permitted by law, that: (i) all of the goods described within the definition of the word “Personal Property” are or is are to become "fixtures" as defined fixtures on the Land; (ii) this Mortgage upon recording or registration in the Uniform Commercial Codereal estate records of the proper office shall constitute a financing statement filed as a “fixture filing” within the meaning of Section 9-502(c) 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 in Section 5.02 of this Mortgage. Additionally, this Mortgage shall constitute a financing statement covering fixtures and/or minerals or the like (including oil and this Deed of Trustgas) and/or accounts resulting from the sale thereof at the wellhead or minehead and, upon being as such, shall be filed for record in the real estate records of each county in which the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the CollateralLand, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trustis located.

Appears in 4 contracts

Samples: Credit Agreement (ATD Corp), Credit Agreement (ATD Corp), Credit Agreement (American Tire Distributors Holdings, 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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the Obligations, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor Mortgagor hereby agrees with Beneficiary Mortgagee to execute and deliver to BeneficiaryMortgagee, in form and substance 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. All or part of the Trust Mortgaged Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of TrustMortgage, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Mortgaged Property that is or may become fixtures. 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. GrantorMortgagor's chief executive office and principal place of business is the GrantorMortgagor's address set forth in the first paragraph of this Deed of TrustMortgage, and the place where GrantorMortgagor's books and records in respect of where the Trust Mortgaged Property is located are kept is the address of Grantor Mortgagor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor Mortgagor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations in such priority and proportions as Beneficiary Mortgagee shall determine in its sole discretion. In the event of any change in name, identity or structure of GrantorMortgagor, Grantor Mortgagor shall notify Beneficiary Mortgagee thereof and, promptly after 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, Grantor 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 materially increase GrantorMortgagor's obligations under this Deed of Trust Mortgage or the other Relevant Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of TrustMortgage, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 4 contracts

Samples: Operation and Easement Agreement (Discovery Zone Inc), Discovery Zone Inc, Discovery Zone 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 Trust 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 Grantor in the Trust Property. Grantor 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 Obligations, 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 Trust Property to definition of “Leases” which are included within the full extent that Code be covered by the Trust Property may security interest granted in this Section 3; and all items contained in the definition of “Leases” which are excluded from the Code be subject to covered by the Uniform Commercial Code (said portion provisions of the Trust Property so subject grant to the Uniform Commercial Code being called in this paragraph the "COLLATERAL")Trustee herein. 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, 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 Code. All or part of the Trust Property is are or is are to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.

Appears in 4 contracts

Samples: Security Agreement and Fixture Filing (Radnor Holdings Corp), Security Agreement and Fixture Filing (Radnor Holdings Corp), Security Agreement and Fixture Filing (Radnor Holdings 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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, constitutes a security interest in agreement under the Trust Property to the full extent that the Trust Property may be subject to the applicable Uniform Commercial Code (said portion with respect to the Chattels and such other of the Trust Mortgaged Property so subject which is personal property. In addition to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 Beneficiary by other applicable law or hereby, Beneficiary shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, (including, without limitation, to the extent permitted by law, 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 Beneficiary's request or demand after an Event of Beneficiary or TrusteeDefault, Grantor shall promptly and at its expense assemble the Collateral Chattels and such other personal property and make it the same available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor Grantor, after an Event of Default, shall pay to Beneficiary on demand therefor demand, with interest at the Default Rate, any and all reasonable expenses (includingexpenses, without limitation, reasonable legal expenses and including attorneys' fees) , incurred or paid by Beneficiary in protecting the its interest in the Collateral Chattels and such other personal property and in enforcing the its rights hereunder with respect to the Collateralthereto. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral Chattels and such other personal property sent to Grantor in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateralsuch sale or disposition, or any part thereof, may be applied by Beneficiary to the payment of the Obligations indebtedness secured hereby in such priority order and proportions as Beneficiary shall determine in its sole discretiondiscretion shall deem appropriate. In To the event extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any change or all of the Chattels at the same time and place and after giving the same notices provided in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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 this Deed in connection with a non-judicial foreclosure sale under the filing terms and recording thereofconditions set forth in Article II, Section 2.01, or III of this Deed. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statementsIn this connection, Grantor shall, promptly after request, execute, file agrees that the sale may be conducted by Trustee or successor Trustee; that the sale of the real estate and record such Uniform Commercial Code forms improvements described in this Deed and the Chattels or continuation statements as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording any part thereof, it being understood may be sold separately or together; and agreedthat in the event the Premises and the Chattels or any part thereof are sold together, however, that no such additional documents shall materially increase Grantor's obligations under this Deed of Trust or Beneficiary will not be obligated to allocate the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary consideration received as its attorney-in-fact, coupled with an interest, to file with between the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with Premises and the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustChattels.

Appears in 4 contracts

Samples: Security Agreement (Apple Suites Inc), Security Agreement (Apple Suites Inc), Security Agreement (Apple Suites 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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the Obligations, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor Mortgagor hereby agrees with Beneficiary Mortgagee to execute and deliver to BeneficiaryMortgagee, in form and substance 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. All or part of the Trust Mortgaged Property is or is to become "fixturesFIXTURES" as defined in the Uniform Commercial Code, and this Deed of TrustMortgage, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filingFIXTURE FILING" for the purposes of the Uniform Commercial Code upon such of the Trust Mortgaged Property that is or may become fixtures. 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. GrantorMortgagor's chief executive office and principal place of business is the GrantorMortgagor's address set forth in the first paragraph of this Deed of TrustMortgage, and the place where GrantorMortgagor's books and records in respect of where the Trust Mortgaged Property is located are kept is the address of Grantor Mortgagor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor Mortgagor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations in such priority and proportions as Beneficiary Mortgagee shall determine in its sole discretion. In the event of any change in name, identity or structure of GrantorMortgagor, Grantor Mortgagor shall notify Beneficiary Mortgagee thereof and, promptly after 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 shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.recording

Appears in 3 contracts

Samples: Discovery Zone Inc, Discovery Zone Inc, Discovery Zone 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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Code as enacted in the Trust PropertyState. Grantor 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 Obligations"Secured Party", a security interest in the Trust Property and to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion all of the Trust 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 paragraph 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. Grantor hereby Trustor 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 Beneficiary 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 satisfactory to Beneficiaryfinancing statements, such financing statements and such further assurances as Beneficiary may from time to timewell as extensions, reasonably consider necessary to create, perfectrenewals, and preserve Beneficiary's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Codeamendments thereof, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph reproductions of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, the right to take possession of the Collateral or any part thereof, and to take such other measures form as Beneficiary may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Beneficiary or Trustee, Grantor shall at its expense assemble the Collateral and make it available reasonably require to Beneficiary at perfect a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable legal expenses and attorneys' fees) incurred or paid by Beneficiary in protecting the security interest in the Collateral and in enforcing the rights hereunder with respect to the Collateralsaid items. Any notice Trustor shall pay all costs of salefiling such financing statements and any extensions, disposition or other intended action by Beneficiary with respect to the Collateral sent to Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsrenewals, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part amendments and releases thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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 reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Except as is provided in the Credit Agreement, and fees in connection with except for the filing and recording thereof. If Beneficiary Permitted Encumbrances, without the prior written consent of Beneficiary, Trustor shall require not create or suffer to be created pursuant to the filing or recording of additional Uniform Commercial Code forms or continuation statementsany other security interest in the above-described personal property and fixtures, Grantor shall, promptly after request, execute, file including any replacements and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessary, additions thereto. Upon the occurrence and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall materially increase Grantor's obligations continuance of an Event of Default under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment the Beneficiary shall have and shall be entitled to terminate upon exercise any and all of the release of 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 is also set forth herein. This information hereof is provided in order that this Deed of Trust shall comply with the requirements of the Uniform Commercial Code as enacted in the State for instruments to be filed as financing statements. In accordance with the laws of the State, this Deed of Trust shall remain effective as a fixture filing until this Deed of Trust is released or satisfied of record or its effectiveness otherwise terminates as to the Trust Premises.

Appears in 3 contracts

Samples: Security Agreement and Fixture (Sterling Chemical Inc), Security Agreement and Fixture (Sterling Chemical Inc), Security Agreement and Fixture (Sterling Chemical Inc)

Security Agreement. 2.15.1 This Deed of Trust is both Mortgage shall also be a real security agreement between Mortgagor and Mortgagee covering the Mortgaged Property constituting personal property deed of trust or fixtures (hereinafter collectively called "UCC Collateral") governed by the UCC in effect in the State as the same may be more specifically set forth in any financing statement delivered in connection with this Mortgage, and a "as further security agreement" within for the meaning payment and performance of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interestsObligations, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and Mortgagor hereby grants to Beneficiary, as security for the Obligations, Mortgagee a security interest in such portion of the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion UCC. In addition to Mortgagee's other rights hereunder, Mortgagee shall have all rights of a secured party under the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL")UCC. Grantor hereby agrees with Beneficiary to Mortgagor shall execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such Mortgagee all financing statements and such further assurances that may be required to establish, create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Mortgagee's security interests, and Xxxxxxxxx shall bear all reasonable costs thereof, including all UCC searches. Except as Beneficiary otherwise provided in the Secured Debt Documents, if Mortgagee should dispose of any of the Mortgaged Property comprising the UCC Collateral pursuant to the UCC, ten (10) days prior written notice by Mortgagee to Mortgagor shall be deemed to be reasonable notice; provided, however, Mortgagee may dispose of such property in accordance with the foreclosure procedures of this Mortgage in lieu of proceeding under the UCC. Mortgagee may, but shall not be obligated to, from time to timetime execute and deliver at Xxxxxxxxx's expense, reasonably consider necessary all continuation statements, termination statements, amendments, partial releases, or other instruments relating to create, perfect, all financing statements by and preserve Beneficiary's security interest herein grantedbetween Xxxxxxxxx and Mortgagee. All or part of the Trust Property is or is to become "fixtures" Except as defined otherwise provided in the Uniform Commercial CodeSecured Debt Documents, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If if an Event of Default shall occur which shall remain uncuredand is continuing, Beneficiary(a) Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demanddemand to the extent permitted by law, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, (UCC including, without limitation, to limiting the extent permitted by lawgenerality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as Beneficiary may deem be necessary for the care, protection and preservation of the Collateral). Upon such collateral and (b) upon request or demand of Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense expense, assemble the UCC Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor demand, any and all expenses, including reasonable expenses (including, without limitation, reasonable legal expenses and attorneys' fees) fees and disbursements incurred or paid by Beneficiary Mortgagee in protecting the interest in the UCC Collateral and in enforcing the rights hereunder with respect to the such UCC Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.

Appears in 2 contracts

Samples: Credit Agreement (Calpine Corp), Rents and Security Agreement (Calpine Corp)

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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the ObligationsDebt, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph Section 18 the "COLLATERALCollateral"). Grantor Mortgagor hereby agrees with Beneficiary 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, time reasonably consider necessary to create, perfect, and preserve BeneficiaryMortgagee's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such as to all or any part of the Trust Mortgaged Property that is which now or may become 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Mortgagor in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine Mortgagee in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Mortgagor, Grantor such Mortgagor shall notify Beneficiary Mortgagee thereof and, and promptly after request, Mortgagee'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, Grantor 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 materially increase GrantorMortgagor's obligations under the Note, this Deed of Trust or Mortgage and the other Relevant Loan Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interestinterest upon Mortgagor's failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryMortgagee, as secured partyMortgagor's attorney-in-fact, in connection with the Collateral covered by this Deed of TrustMortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such appointment proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 2 contracts

Samples: HRPT Properties Trust, HRPT Properties Trust

Security Agreement. This Deed of Trust is Mortgage constitutes both a real property deed of trust mortgage and a "security agreement" ", within the meaning of the Uniform Commercial Code. The Trust , and the Mortgaged Property includes both real and personal property and all other rights and interestsinterest, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor This Mortgage secures, and the obligations secured hereby include, future advances. All advances and indebtedness arising and accruing from time to time under the Credit Facility shall be secured hereby to the same extent as though the Credit Agreement and the other Credit Facility Documents were fully incorporated in this Mortgage. Under the Credit Agreement and the other Credit Facility Documents advances may be made and indebtedness may be incurred from time to time hereafter, but each such advance or indebtedness shall be secured hereby as if made on the date hereof. Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the ObligationsDebt, a security interest in the Trust Property to the full extent that the Trust Property may be subject to Mortgaged Property, including, without limitation, FF&E. This Mortgage constitutes and is effective as a fixture filing as provided in Section 402 of Division 9 of the Uniform Commercial Code (said portion Code, as to those portions of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All are or part of the Trust Property is or is are to become "fixtures" fixtures as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredoccur, BeneficiaryMortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, demand any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, (including, without limitation, to limiting the extent permitted by lawgenerality of the foregoing, the right to take possession of the Collateral FF&E 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 Beneficiary or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor FF&E. Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (including, without limitation, including reasonable legal expenses and attorneys' fees) actually incurred or paid by Beneficiary Mortgagee in protecting the its interest in the Collateral FF&E and in enforcing the its rights hereunder with respect to the Collateral. FF&E. Any notice of sale, disposition or other intended action by Beneficiary Mortgagee with respect to the Collateral FF&E sent to Grantor Mortgagor in accordance with the provisions of this Mortgage at least ten seven (107) business days prior to the date of any such action sale, disposition or such notice as is otherwise required by law or the Relevant Documentsother action, shall constitute commercially reasonable notice to GrantorMortgagor (except in the case of FF&E which is perishable or is of a type customarily sold on a recognized market, in which case such seven (7) business days' notice shall not be required), and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to in writing by Mortgagor within five (5) days after receipt by Mortgagor of such notice. The proceeds of any sale or disposition of the CollateralFF&E, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Debt in such order, priority and proportions as Beneficiary shall determine Mortgagee in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary discretion shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trustproper.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Brandywine Realty Trust), Mortgage and Security Agreement (Brandywine Realty Trust)

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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Borrower in the Trust Property. Grantor Borrower by executing and delivering this Deed of Trust Security Instrument has granted and hereby grants to BeneficiaryLender, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"“Collateral”). Grantor Borrower hereby agrees with Beneficiary Lender to execute and deliver to BeneficiaryLender, in form and substance 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, reasonably consider necessary to create, perfect, and preserve Beneficiary's Lender’s security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Security Instrument shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. All or part of the Trust Property that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustSecurity Instrument. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeLender, Grantor Borrower shall at its expense assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Grantor Borrower shall pay to Beneficiary Lender on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Borrower in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Lender to the payment of the Obligations in such priority and proportions as Beneficiary shall determine Lender in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Borrower, Grantor such Borrower shall notify Beneficiary thereof andLender thereof, and promptly after request, 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, Grantor 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 materially increase Grantor's Borrower’s obligations under the Note, this Deed of Trust or Security Instrument and the other Relevant Other Loan Documents. Grantor Borrower hereby irrevocably appoints Beneficiary Lender as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryLender, as secured partyBorrower’s attorney-in-fact, in connection with the Collateral covered by this Deed of TrustSecurity Instrument. Notwithstanding the foregoing, Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Property and any interest or right therein, whether such appointment proceeding effects title or any other rights in the Property (and in conjunction therewith, Borrower shall fully cooperate with Lender in the event Lender is a party to terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 2 contracts

Samples: 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. (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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor, by executing and delivering this Deed of Trust has granted and hereby Mortgage grants to BeneficiaryMortgagee, as security for the ObligationsIndebtedness, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said such portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph Paragraph 19 the "COLLATERAL"“Collateral”). Grantor Mortgagor hereby agrees with Beneficiary authorizes Mortgagee to execute and deliver to Beneficiary, in form and substance 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. All or part This Mortgage shall also constitute a “fixture filing” for the purposes of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, including, without limitation, Connecticut General Statutes § 42a-9-502, and this Deed shall cover all items of Trust, upon being the Collateral now or hereafter owned by Mortgagor that are or are to become fixtures and is to be filed for record in the real estate records of the city or county wherein such fixtures are situatedOrange, Milford and Shelton, Connecticut. This Mortgage shall also constitute a "fixture filing" financing statement covering any other portion of the Mortgaged Property and may be filed in the appropriate filing or 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 of the Uniform Commercial Code upon such of the Trust Property that is or may become fixturesreferred to in this Paragraph 19. 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 For purposes of this Deed of Trust. Grantor's chief executive office and principal place of business Paragraph 19, the Mortgagor is the Grantor's address set forth in the first paragraph of this Deed of Trust, “Debtor” and the place where Grantor's books and records in respect of where the Trust Property is located are kept Mortgagee is the address of Grantor set forth “Secured Party,” as these terms are defined in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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, (includinginsofar as this Mortgage constitutes a financing statement, without limitation, to and the extent permitted by lawaddresses of the Debtor and Secured Party, the right to take possession identification of the Collateral or any part thereof, Debtor which is the record owner of each premises described on attached Exhibit A and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation organizational number of the Collateral)each Debtor are listed below. Upon request or demand of Beneficiary or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at Because this Mortgage also constitutes a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after request, shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain financing statement and fixture filing, the priority of Beneficiary's lien upon and security interest in the Collateralfollowing information is included herein, and shall pay all expenses Mortgagor represents and fees in connection with warrants the filing truth and recording accuracy thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.:

Appears in 2 contracts

Samples: Security Agreement and Fixture Filing (GTJ REIT, Inc.), Security Agreement and Fixture Filing (GTJ REIT, 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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Borrower in the Trust Property. Grantor Borrower by executing and delivering this Deed of Trust Security Instrument has granted and hereby grants to BeneficiaryLender, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"“Collateral”). Grantor Xxxxxxxx hereby agrees with Beneficiary Xxxxxx to execute and deliver to BeneficiaryLender, in form and substance 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, reasonably consider necessary to create, perfect, and preserve Beneficiary's Xxxxxx’s security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Security Instrument shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. All or part of the Trust Property that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustSecurity Instrument. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeLender, Grantor Borrower shall at its expense assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Grantor Borrower shall pay to Beneficiary Lender on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable including legal expenses and attorneys' fees) , incurred or paid by Beneficiary Xxxxxx 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 Grantor Borrower in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Lender to the payment of the Obligations in such priority and proportions as Beneficiary shall determine Lender in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Borrower, Grantor such Borrower shall notify Beneficiary thereof andLender thereof, and promptly after request, request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's Xxxxxx’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, Grantor 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 materially increase Grantor's Borrower’s obligations under the Note, this Deed of Trust or Security Instrument and the other Relevant Other Loan Documents. Grantor Borrower hereby irrevocably appoints Beneficiary Lender as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryXxxxxx, as secured partyXxxxxxxx’s attorney-in-fact, in connection with the Collateral covered by this Deed of TrustSecurity Instrument. Notwithstanding the foregoing, Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Property and any interest or right therein, whether such appointment proceeding effects title or any other rights in the Property (and in conjunction therewith, Borrower shall fully cooperate with Lender in the event Lender is a party to terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 2 contracts

Samples: Trust and Security Agreement (Inland American Real Estate Trust, Inc.), Trust and Security Agreement (Inland American Real Estate Trust, Inc.)

Security Agreement. This Deed of Trust Mortgage is both a real property mortgage/deed of trust and a "security agreementSECURITY AGREEMENT" within the meaning of the Uniform Commercial Code. The Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the Obligations, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor Mortgagor hereby agrees with Beneficiary Mortgagee to execute and deliver to BeneficiaryMortgagee, in form and substance 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. All or part of the Trust Mortgaged Property is or is to become "fixturesFIXTURES" as defined in the Uniform Commercial Code, and this Deed of TrustMortgage, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filingFIXTURE FILING" for the purposes of the Uniform Commercial Code upon such of the Trust Mortgaged Property that is or may become fixtures. 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. GrantorMortgagor's chief executive office and principal place of business is the GrantorMortgagor's address set forth in the first paragraph of this Deed of TrustMortgage, and the place where GrantorMortgagor's books and records in respect of where the Trust Mortgaged Property is located are kept is the address of Grantor Mortgagor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor Mortgagor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations in such priority and proportions as Beneficiary Mortgagee shall determine in its sole discretion. In the event of any change in name, identity or structure of GrantorMortgagor, Grantor Mortgagor shall notify Beneficiary Mortgagee thereof and, promptly after 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, Grantor 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 materially increase GrantorMortgagor's obligations under this Deed of Trust Mortgage or the other Relevant Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of TrustMortgage, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 2 contracts

Samples: Discovery Zone Inc, Discovery Zone Inc

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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and Mortgagor hereby grants to Beneficiary, as security unto the Mortgagee for the Obligations, benefit of the Secured Parties a security interest in and to all the Trust 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 Trust Property appropriate offices in the state in which the Premises are located and otherwise may be subject required or advisable to perfect the security interest granted by this Mortgage in all the Encumbered Property that is not real property. The Mortgagee shall have all rights with respect to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust 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. The Mortgagor agrees, to the extent permitted by law, that: (i) all of the goods described within the definition of the word “Personal Property” are or is are to become "fixtures" as defined fixtures on the Land; (ii) this Mortgage upon recording or registration in the Uniform Commercial Codereal 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 this Deed of Trustgas) and/or accounts resulting from the sale thereof at the wellhead or minehead and, upon being as such, shall be filed for record in the real estate records of each county in which the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the CollateralLand, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretionis located. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.[Add local language]

Appears in 2 contracts

Samples: Credit Agreement (Be Aerospace Inc), Security Agreement (Be Aerospace 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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, constitutes a security interest in ------------------ agreement under the Trust Property to the full extent that the Trust Property may be subject to the applicable Uniform Commercial Code (said portion with respect to the Chattels and such other of the Trust Mortgaged Property so subject which is personal property. In addition to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 Beneficiary by other applicable law or hereby, Beneficiary shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, (including, without limitation, to the extent permitted by law, 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 Beneficiary's request or demand after an Event of Beneficiary or TrusteeDefault, Grantor shall promptly and at its expense assemble the Collateral Chattels and such other personal property and make it the same available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor Grantor, after an Event of Default, shall pay to Beneficiary on demand therefor demand, with interest at the Default Rate, any and all reasonable expenses (includingexpenses, without limitation, reasonable legal expenses and including attorneys' fees) , incurred or paid by Beneficiary in protecting the its interest in the Collateral Chattels and such other personal property and in enforcing the its rights hereunder with respect to the Collateralthereto. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral Chattels and such other personal property sent to Grantor in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateralsuch sale or disposition, or any part thereof, may be applied by Beneficiary to the payment of the Obligations indebtedness secured hereby in such priority order and proportions as Beneficiary shall determine in its sole discretiondiscretion shall deem appropriate. In To the event extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any change or all of the Chattels at the same time and place and after giving the same notices provided in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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 this Deed in connection with a non-judicial foreclosure sale under the filing terms and recording thereofconditions set forth in Article II, Section 2.01, III or IV, of this Deed. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statementsIn this connection, Grantor shall, promptly after request, execute, file agrees that the sale may be conducted by Trustee or successor Trustee; that the sale of the real estate and record such Uniform Commercial Code forms improvements described in this Deed and the Chattels or continuation statements as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording any part thereof, it being understood may be sold separately or together; and agreedthat in the event the Premises and the Chattels or any part thereof are sold together, however, that no such additional documents shall materially increase Grantor's obligations under this Deed of Trust or Beneficiary will not be obligated to allocate the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary consideration received as its attorney-in-fact, coupled with an interest, to file with between the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with Premises and the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustChattels.

Appears in 2 contracts

Samples: Security Agreement (Apple Suites Inc), Apple Suites 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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Trustor in the Trust Property. Grantor Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the ObligationsDebt, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code UCC (said such portion of the Trust Property so subject to the Uniform Commercial Code UCC being called in this paragraph the "COLLATERAL"Collateral' ). Grantor hereby agrees with 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 authorizes Beneficiary and its counsel to execute and deliver to Beneficiary, file UCC financing statements in form and substance 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 granted. All all proceeds and products thereof, including, without limitation, all fixtures on the Premises" or part of the Trust Property is or is words to become "fixtures" as defined in the Uniform Commercial Codethat 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, upon being filed for record in the real estate records . This Deed of the city or county wherein such fixtures are situated, Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such UCC. As such, this Deed of Trust covers all items of the Trust Property Collateral that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 or TrusteeBeneficiary, Grantor Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor Trustor shall pay to Beneficiary on demand therefor any and all expenses, including reasonable expenses (including, without limitation, reasonable legal expenses and attorneys' fees) fees 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 Grantor Trustor in accordance with the provisions hereof at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorTrustor. The proceeds of any disposition of the CollateralCol1ateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of GrantorTrustor, Grantor Trustor shall notify Beneficiary thereof and, and promptly after request, 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, Grantor 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 materially increase GrantorTrustor's obligations under this Deed of Trust or the other Relevant Loan Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.

Appears in 2 contracts

Samples: And Security Agreement (Medalist Diversified REIT, Inc.), And Security Agreement (Medalist Diversified REIT, 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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor 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 Obligationsand Seller takes, a security interest in all Goods described on the Trust 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 the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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 Seller a security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trustin, and the place where Grantor's books Seller hereby takes a security interest in, all of the Purchaser’s right, title and records interest in respect and to all of where the Trust Property is located are kept is 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 address payment and performance of Grantor set forth in the first paragraph of this Deed of TrustPurchaser’s obligation, Purchaser grants to the Seller a floating charge on all Purchaser’s real, immovable and leasehold property, both present and future. If an Event of Default The floating charge shall occur which shall remain uncured, Beneficiary, in addition become a fixed charge when Seller proceeds to any other rights and remedies which it may have, shall have and enforce payment; Upon default hereunder the 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, Personal Property Security Act (including, without limitation, to Yukon) and any similar statute in any other province or territory in Canada which affects the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it remedies available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses it under the Builders Lien Act (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustYukon).

Appears in 2 contracts

Samples: Sales Agreement, kilrich.ca

Security Agreement. This Deed of Trust is both intended to be a real security agreement pursuant to the California Uniform Commercial Code for (a) any and all items of personal property deed of trust and a "security agreement" within the meaning specified above as part of the Mortgaged Property which, under applicable law, may be subject to a security interest pursuant to the California Uniform Commercial Code and which are not herein effectively made part of the real property, and (b) any and all items of property specified above as part of the Mortgaged Property which, under applicable law, constitute fixtures and may be subject to a security interest under Section 9-313 of the California Uniform Commercial Code. The Trust Property includes both real ; and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and Trustor hereby grants to Beneficiary, as security for the Obligations, Beneficiary a security interest in the Trust Property said property, all of which is referred to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called herein as "Personal Property," and in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute all additions thereto, substitutions therefor and deliver to Beneficiaryproceeds thereof, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes purpose of the Uniform Commercial Code upon such securing all indebtedness and other obligations of the Trust Property that is Trustor now or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 hereafter secured party upon default under the Uniform Commercial Code, (including, without limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, which shall be a paramount and superior lien on all such appointment Personal Property at all times. Trustor agrees to terminate upon execute and deliver financing and continuation statements covering the release Personal Property from time to time and in such form as Beneficiary may require to perfect and continue the perfection of Beneficiary's lien or security interest with respect to said property. Trustor shall pay all costs of filing such statements and renewals and releases thereof and shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Upon the occurrence of any default of Trustor hereunder, Beneficiary shall have the rights and remedies of a secured party under California Uniform Commercial Code, including, Section 9501(4) thereof, as well as all other rights and remedies available at law or in equity, and, at Beneficiary's option, Beneficiary may also invoke the remedies provided in Article IV of this Deed of TrustTrust as to such property.

Appears in 2 contracts

Samples: Redwood Mortgage Investors Viii, Redwood Mortgage Investors Viii

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 Trust 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 Grantor Trustor in the Trust Property. Grantor It is the intent of Trustor, Beneficiary, and Trustee that the lien and security interest granted in this Deed of Trust 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 deed of trust lien against the Trust Property contained in this Deed of Trust. Trustor by executing and delivering this Deed of Trust has granted and hereby grants to BeneficiaryBeneficiary and Trustee, as security for the ObligationsDebt, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"“Collateral”). Grantor Trustor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such financing statements statements, financing statement amendments and such further assurances as Beneficiary may from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary's ’s security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this This Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. As such, this Deed of Trust covers all items of the Trust Property Collateral that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredthat is then continuing, BeneficiaryBeneficiary and Trustee, 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 limitation, to limiting the extent permitted by lawgenerality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary or Trustee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Beneficiary or Trustee, Grantor Trustor shall at its expense assemble the Collateral and make it available to Beneficiary and Trustee at a convenient place acceptable to Beneficiary. Grantor Trustor shall pay to Beneficiary and Trustee on demand therefor any and all reasonable expenses (includingexpenses, without limitationincluding fees and disbursements, reasonable legal expenses and attorneys' fees) incurred or paid by Beneficiary and Trustee 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 and Trustee with respect to the Collateral sent to Grantor Trustor in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorTrustor; provided that if Beneficiary 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 to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine in its sole discretiondiscretion shall deem proper. In the event Beneficiary 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 Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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. Beneficiary 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. Trustor acknowledges that a private sale of the Collateral may result in less proceeds than a public sale, and Trustor acknowledges that the Collateral may be sold at a loss to Trustor, and that, in such event, Beneficiary shall pay all expenses and fees in connection with the filing and recording thereofhave no liability or responsibility to Trustor or any other party for such loss. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms financing statements, amendments thereto or continuation statements, Grantor Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms financing statements, amendments thereto 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 materially increase Grantor's Trustor’s obligations under the Note, this Deed of Trust or any of the other Relevant Loan Documents. Grantor Trustor hereby authorizes Beneficiary 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 Trustor as authorized by applicable law, including any statements describing the collateral as being all assets of Trustor, 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, Trustor agrees to furnish promptly any information reasonably requested by Beneficiary. Trustor also hereby ratifies its authorization for Beneficiary to have filed any like initial financing statements, amendments thereto or continuation statements if filed prior to the date of this Deed of Trust. Trustor hereby irrevocably appoints Beneficiary and any officer or agent of Beneficiary, with full power of substitution, as its true and lawful attorney-in-fact, coupled with an interest, with full irrevocable power and authority in the place and stead of Trustor or in Trustor’s name to file with execute in Trustor’s name any such documents and to otherwise carry out the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release purposes of this Deed Paragraph, to the extent that Trustor’s authorization above is deemed not to be sufficient as a matter of Trustlaw. To the extent permitted by law, Trustor hereby ratifies all acts said attorneys-in-fact shall lawfully do, have done in the past or cause to be done in the future by virtue hereof.

Appears in 2 contracts

Samples: Security Agreement and Fixture Filing (Republic Property Trust), Property Management Agreement (Republic Property Trust)

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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Borrower in the Trust Property. Grantor Borrower by executing and delivering this Deed of Trust Security Instrument has granted and hereby grants to BeneficiaryLender, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor Borrower hereby agrees with Beneficiary Lender to execute and deliver to BeneficiaryLender, in form and substance 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, reasonably consider necessary to create, perfect, and preserve BeneficiaryLender's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Security Instrument shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. All or part of the Trust Property that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustSecurity Instrument. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeLender, Grantor Borrower shall at its expense assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Grantor Borrower shall pay to Beneficiary Lender on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Borrower in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Lender to the payment of the Obligations in such priority and proportions as Beneficiary shall determine Lender in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Borrower, Grantor such Borrower shall notify Beneficiary thereof andLender thereof, and promptly after request, 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, Grantor 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 materially increase GrantorBorrower's obligations under the Note, this Deed of Trust or Security Instrument and the other Relevant Other Loan Documents. Grantor Borrower hereby irrevocably appoints Beneficiary Lender as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryLender, as secured partyBorrower's attorney-in-fact, in connection with the Collateral covered by this Deed of TrustSecurity Instrument. Notwithstanding the foregoing, Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Property and any interest or right therein, whether such appointment proceeding effects title or any other rights in the Property (and in conjunction therewith, Borrower shall fully cooperate with Lender in the event Lender is a party to terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 2 contracts

Samples: Escrow Agreement (First Potomac Realty Trust), Security Agreement (Westcoast Hospitality Corp)

Security Agreement. This Deed It is the intent of Trust is both the parties hereto that this Mortgage shall constitute a real property deed of trust and a "security agreement" Security Agreement within the meaning of the Uniform Commercial CodeCode of the State (the “UCC”) with respect to so much of the Mortgaged Property as is considered or as shall be determined to be of the type in which a security interest can be created under Article 9 of the UCC, together with all replacements thereof, substitutions therefor or additions thereto (the “Collateral”), and that a security interest shall attach thereto for the benefit of Mortgagee to secure the Indebtedness and all other sums and charges which may become due hereunder or under the Subordinate Loan Documents. The Trust Property includes Mortgagor hereby authorizes Mortgagee to file financing and continuation statements with respect to the Collateral without the signature of Xxxxxxxxx, if same is lawful; otherwise Xxxxxxxxx agrees to execute such financing and continuation statements as Mortgagee may request. If there shall exist an Event of Default under this Mortgage, Mortgagee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding as to both real and personal property in accordance with its rights to both real and all other rights and interestspersonal property, whether tangible or intangible in naturewhich event the default provisions of the UCC shall not apply. The parties agree that, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants event Mortgagee shall elect to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 proceed with respect to the Collateral sent separately from the real property, unless a greater period shall then be mandated by the UCC, five (5) days’ notice of the sale of the Collateral shall be reasonable notice. The expenses of retaking, holding, preparing for sale, selling and the like incurred by Mortgagee shall be assessed against Mortgagor and shall include, but shall not be limited to, attorneys’ fees, disbursements and other legal expenses incurred by Mortgagee. Xxxxxxxxx agrees that it will not remove or permit to Grantor be removed from the Mortgaged Property any of the Collateral without the prior written consent of Mortgagee, unless appropriate replacements free of superior title, liens or claims are immediately made having a value at least ten equal to the value of the items removed. All replacements, renewals and additions to the Collateral shall be and become immediately subject to the security interest of this Mortgage and the provisions of this Article. Mortgagor warrants and represents that all Collateral now is, and that replacements thereof, substitutions therefor or additions thereto, shall be free and clear of liens, encumbrances or security interest of others created after the date hereof. Xxxxxxxxx agrees to promptly notify Mortgagee of any change in the name, address (10if change is to a different state), organization or structure of the Mortgagor at least sixty (60) business days prior to any such action change and within thirty (30) days after change of address (but only if address remains in the same state) and Xxxxxxxxx will promptly execute any financing statements or other instruments reasonably deemed necessary by Mortgagee to prevent any filed financing statement from becoming misleading or losing their perfected status as a result of such notice as is otherwise required by law or the Relevant Documents, change. Mortgagor shall constitute commercially reasonable notice provide to Grantor. The proceeds Mortgagee an opinion of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations counsel in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity location or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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 organization or any change in the Collateralname of the Mortgagee. Such opinion shall state in essence that Mortgagee’s lien continues to be perfected and that all required filings are accurate and complete under the current filing requirements in the relevant jurisdiction for this financing. From the date of its recording, and this Mortgage shall pay be effective as a financing statement filed as a fixture filing with respect to all expenses and fees in connection with the filing and recording thereof. If Beneficiary shall require the filing or recording goods constituting part of additional Uniform Commercial Code forms or continuation statements, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by which are or are to become fixtures related to the real estate described herein. For this Deed of Trustpurpose, such appointment to terminate upon the release of this Deed of Trust.following information is set forth:

Appears in 1 contract

Samples: manateehfa.org

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 such personal property deed and fixtures included as part of trust and a "security agreement" within the meaning Trust Premises now or hereafter owned by Trustor, in compliance with the provisions of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Code as enacted in the Trust PropertyState. Grantor 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 Obligations“Secured Party”, a security interest in and to all of the Trust Property to property now or hereafter owned by Trustor which constitutes the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion personal property and fixtures included as part of the Trust Property so subject Premises hereinabove referred to the Uniform Commercial Code being called and described in this paragraph 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. Grantor hereby Trustor 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 Beneficiary 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 and substance satisfactory to upon Beneficiary’s request, such financing statements and such further assurances statements, as Beneficiary may from time to timewell as extensions, reasonably consider necessary to create, perfectrenewals, and preserve Beneficiary's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Codeamendments thereof, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph reproductions of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, the right to take possession of the Collateral or any part thereof, and to take such other measures form as Beneficiary may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Beneficiary or Trustee, Grantor shall at its expense assemble the Collateral and make it available reasonably require to Beneficiary at perfect a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable legal expenses and attorneys' fees) incurred or paid by Beneficiary in protecting the security interest in the Collateral and in enforcing the rights hereunder with respect to the Collateralsaid items. Any notice Trustor shall pay all costs of salefiling such financing statements and any extensions, disposition or other intended action by Beneficiary with respect to the Collateral sent to Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsrenewals, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part amendments and releases thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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 reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Except as is provided in the Indenture, the Notes or the Collateral Documents, and fees in connection with except for the filing and recording thereof. If Beneficiary Permitted Encumbrances, without the prior written consent of Beneficiary, Trustor shall require not create or suffer to be created pursuant to the filing or recording of additional Uniform Commercial Code forms or continuation statementsany other security interest in the above-described personal property and fixtures, Grantor shall, promptly after request, execute, file including any replacements and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessary, additions thereto. Upon the occurrence and shall pay all expenses and fees in connection with during the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall materially increase Grantor's obligations continuance of an Event of Default under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment the Beneficiary shall have and shall be entitled to terminate upon exercise any and all of the release of 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 warrants that Trustor’s correct name, identity, state of incorporation and address are as set forth herein. Trustor agrees that it shall provide Trustee and Beneficiary with thirty (30) days prior written notice of any change in Trustor’s name, identity, state of incorporation or address. The mailing address of the Beneficiary from which information may be obtained concerning the security interest created herein is also set forth herein. This information hereof is provided in order that this Deed of Trust shall comply with the requirements of the Uniform Commercial Code as enacted in the State for instruments to be filed as financing statements. In accordance with the laws of the State, this Deed of Trust shall remain effective as a fixture filing until this Deed of Trust is released or satisfied of record or its effectiveness otherwise terminates as to the Trust Premises.

Appears in 1 contract

Samples: Security Agreement (Sterling Chemicals Inc)

Security Agreement. (a) This Deed of Trust is both a real property deed Deed of trust Trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Folsom Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Trustor in the Folsom Trust Property. Grantor Trustor, by executing and delivering this Deed of Trust has granted and hereby grants to BeneficiaryBeneficiary and Trustee (to the extent provided herein), as security for the ObligationsIndebtedness, a security interest in the Folsom Trust Property to the full extent that the Folsom Trust Property may be subject to the Uniform Commercial Code (said such portion of the Folsom Trust Property so subject to the Uniform Commercial Code being called in this paragraph Paragraph 27 the "COLLATERALCollateral"). Grantor Trustor hereby agrees with authorizes Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this This Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such and shall cover all items of the Trust Property Collateral that is are or may are to become fixtures. Information concerning the security interest interest(s) herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustBeneficiary upon request. If an Event of Default shall occur which shall remain uncuredoccur, BeneficiaryBeneficiary and/or Trustee, 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 limitation, to limiting the extent permitted by lawgenerality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary and/or Trustee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Beneficiary or and/or Trustee, Grantor Trustor shall at its expense assemble the Collateral and make it available to Beneficiary and/or Trustee at a convenient place acceptable to BeneficiaryBeneficiary and/or Trustee. Grantor Trustor shall pay to Beneficiary and Trustee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable including legal expenses and reasonable attorneys' fees) fees and disbursements, incurred or paid by Beneficiary and Trustee 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 and/or Trustee with respect to the Collateral sent to Grantor Trustor in accordance with the provisions hereof at least ten five (105) business days prior to such sale, disposition or action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorTrustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations Indebtedness in such priority and proportions as Beneficiary shall determine in its sole discretiondiscretion shall deem proper. In the event Trustor shall notify Beneficiary and Trustee of any change in name, identity identity, structure or structure state of Grantor, Grantor formation of Trustor and shall notify Beneficiary thereof and, promptly after request, shall execute, file and record record, at its sole cost and expense, such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's the lien of Beneficiary upon and security interest in the Collateral. In addition, and Trustor 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, Grantor shall, promptly after request, execute, file and record such additional Uniform Commercial Code forms or continuation statements as Beneficiary 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 materially increase Grantor's the obligations of Trustor under the Note, this Deed of Trust or the other Relevant Loan Documents. Grantor Trustor hereby irrevocably appoints grants to Beneficiary as its an irrevocable power of attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.

Appears in 1 contract

Samples: West Coast Realty Investors Inc

Security Agreement. This Deed The Contractor shall comply with the security requirements outlined within Exhibit E. The Authority reserves the right to inspect files and electronic information for the purpose of Trust is both a real property deed of trust and a "security agreement" within confirming the meaning adequacy of the Uniform Commercial CodeContractor’s security practices. The Trust Property includes both real Contractor agrees to respond to Authority requirements concerning the security plan to the Authority’s reasonable satisfaction. The Contractor shall complete and personal property submit to the Authority the Security Requirements Plan attached and all other rights and interestsincorporated into this Agreement as Exhibit E upon execution of this Agreement. The Contractor understands that failure to comply with the security requirements outlined in Exhibit E will be considered a material breach of this Agreement. Further, whether tangible or intangible in nature, the Contractor understands that failing to promptly notify the Authority of Grantor in a security breach will also be considered a material breach of this Agreement. As the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security Authorized Signatory for the ObligationsContractor, I have read and understand the security requirements outlined in Exhibit E. The Contractor understands and agrees to comply with all contents found within Exhibit E. The Contractor understands that failure to comply with the security requirements outlined in Exhibit E will be considered a material breach of this Agreement. Further, the Contractor understands that failing to notify the Authority of a security interest in the Trust Property to the full extent that the Trust Property breach will also be considered a material breach of this Agreement. COMMUNITY HOUSING ADVOCATES By: Xxxxxx Xxxxx, Member Date: XXXXXXXX XX. 00-00-XXX XXXXXXXX XXXXX HOUSING DEVELOPMENT AUTHORITY AGREEMENT FOR PROFESSIONAL SERVICES WITH COMMUNITY HOUSING ADVOCATES EXHIBIT F AGREEMENT TO USE AND RELEASE INFORMATION KEY PERSONS OF THE CONTRACTOR AGREEMENT TO USE AND RELEASE INFORMATION CERTIFICATE VERIFYING KEY PERSONS OF THE CONTRACTOR “Key Persons” are those individuals performing services and those performing services who may be subject to the Uniform Commercial Code (said portion State Employees’ Retirement Act, 2007 PA 95, MCL 38.68c. The Contractor acknowledges that the following personnel are Key Persons of the Trust Property so subject to the Uniform Commercial Code being called Contractor in this paragraph the "COLLATERAL"). Grantor hereby agrees accordance with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part Section 11 of the Trust Property is or is Housing Agent Agreement. Please have each Key Person sign the Exhibit F – Agreement to become "fixtures" Use and Release Information to Authority (“Release”), as defined in well as the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in questions regarding the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorState Employees’ Retirement Act. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed Authority will approve a Key Person only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.if

Appears in 1 contract

Samples: www.michigan.gov

Security Agreement. This Deed of Trust is both constitutes a real property deed of trust and a "security agreement" within agreement under the meaning of the Nebraska Uniform Commercial Code. The Trust Property includes both real Code and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, creates a security interest in the Personal Property as described in the granting clauses hereof and all that property (and the proceeds and products thereof) included in the Pledged Property which might otherwise be deemed “personal property” or fixtures. In addition, upon filing this Deed of Trust Property to in the full extent that Office of the Register of Deeds of Lancaster County, Nebraska, this Deed of Trust Property shall be effective as a financing statement filed as a fixture filing. The City and the Corporation shall execute, deliver, file and refile any financing statements, continuation statements, or other security agreements which may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may required from time to time, reasonably consider necessary time to create, perfect, and preserve Beneficiary's security interest herein granted. All or part of confirm the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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 TrustTrust with respect to such property. Grantor's chief executive office All costs of such filing and refiling shall be paid by the Corporation. The Corporation shall not change its name or its principal place of business is without giving the Grantor's address set forth Deed Trustee at least 30-days’ prior written notice thereof, which notice shall be accompanied by new financing statements executed by the City and the Corporation in the first paragraph same form as the financing statements delivered to the Deed Trustee on the date hereof except for the change of this Deed name or change of Trustaddress. Without limiting the foregoing, each of the City and the place where Grantor's books Corporation hereby irrevocably appoints the Deed Trustee and records in respect each of where its officers attorneys-in-fact for the Trust Property is located are kept is City and the address Corporation, respectively, to execute, deliver and file such instruments for and on behalf of Grantor set forth the City and the Corporation, respectively. Notwithstanding any release of any or all of that property included in the first paragraph of this Deed of Trust. If an Event of Default shall occur Pledged Property which shall remain uncured, Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demandis deemed “real property”, any and all rights and remedies granted proceedings to a secured party upon default under the Uniform Commercial Code, (including, without limitation, to the extent permitted by law, the right to take possession of the Collateral or exercise 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations remedy under this Deed of Trust or its satisfaction of record, the other Relevant 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 the City and the Corporation as are now or hereafter evidenced by the Note Documents. Grantor hereby irrevocably appoints Beneficiary The principal executive office and place of business of the Corporation is 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx and the Corporation will not move its principal executive office or place of business or operations except to such new location as its attorney-in-fact, coupled the Corporation may establish in accordance with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.Section

Appears in 1 contract

Samples: lincoln.ne.gov

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 Agent to secure the indebtedness evidenced by the Notes or other obligations secured by this Instrument and all other sums and charges which may become due hereunder or thereunder. The Trust Property includes Borrower hereby appoints the Agent 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 Agent, 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 Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees accordance with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, Beneficiary, in addition to any other 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 limitation, in respect to the extent permitted by lawreal property, in which event the right to take possession default provisions of the Collateral or any part thereofUCC shall not apply. The parties agree that, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable legal expenses and attorneys' fees) incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing event the rights hereunder Agent shall elect to proceed with respect to the Collateral. Any notice of saleFixtures separately from the real property, disposition or other intended action unless a greater period shall then be mandated by Beneficiary with respect to the Collateral sent to Grantor at least UCC, ten (10) business days prior to such action or such notice as is otherwise required by law or of the Relevant Documents, sale of the Fixtures shall constitute commercially be reasonable notice to Grantornotice. The proceeds expenses of retaking, holding, preparing for sale, selling and the like incurred by the Agent shall be assessed against the Borrower and shall include, but not be limited to, any disposition legal expenses reasonably incurred by the Agent. The Borrower agrees that it will not remove or permit to be removed from the Premises any of the CollateralFixtures without the prior written consent of the Agent except as hereinabove provided. All replacements, or any part renewals and additions to the Fixtures shall be and become immediately subject to the security interest of this Instrument and the provisions of this Security Agreement. The Borrower warrants and represents that, except for the Liens in Section 8.1 of the Loan Agreement, all Fixtures now are, and that all replacements thereof, may be applied by Beneficiary to substitutions therefor or additions thereto, unless the payment Agent otherwise consents, will be, free and clear of liens, encumbrances or security interests of others created after the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trustdate hereof.

Appears in 1 contract

Samples: Loan Agreement (Omega Healthcare Investors Inc)

Security Agreement. This Deed of Trust is both (a) Mortgagor and Mortgagee agree that this Mortgage shall constitute a real property deed of trust and a "security agreement" agreement within the meaning of the Uniform Commercial Code. The Trust Property includes both UCC with respect to (i) insurance proceeds or condemnation proceeds, (ii) ground rent escrows, (iii) real estate tax escrows, (iv) insurance premium escrows, and (v) tenant improvement, leasing commission, and capital expenditure reserve escrows (hereinafter collectively referred to as the “Deposits”) and with respect to any personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor fixtures included in the Trust Property. Grantor by executing definition herein of the word “Premises”, which property may not be deemed to form a part of the real estate described in Exhibit “A” or may not constitute a “fixture” within the meaning of the UCC, and delivering this Deed all replacements of Trust has granted such property, substitutions and hereby grants additions thereto and the proceeds thereof, all such property being sometimes hereinafter collectively referred to Beneficiaryas the “Collateral”, as security for the Obligations, and that a security interest in the Trust Property and to the full extent Collateral and the Deposits is hereby granted to Mortgagee and the Deposits and all of Mortgagor’s right, title and interest therein are hereby assigned to Mortgagee, all to secure payment of the Indebtedness and to secure performance by Mortgagor of the terms, covenants and provisions hereof. Upon the occurrence and during the continuance of an Event of Default under this Mortgage, Mortgagee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Collateral in accordance with its rights and remedies with respect to the real property, in which event the [MORTGAGE, ASSIGNMENT OF LEASES, SECURITY AGREEMENT AND FIXTURE FILING] ING No. 28193 GECC No. 690081960 default provisions of the UCC shall not apply. The parties agree that, in the event Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days’ notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys’ fees and legal expenses incurred by Mortgagee. Mortgagor agrees that, without the written consent of Mortgagee, Mortgagor will not sell, dispose of, or grant a security interest or other encumbrance in any portion of the Collateral or execute any financing statement covering any portion of the Collateral in favor of any person other than Mortgagee. Mortgagor may, however, sell or otherwise dispose of Collateral in the event of obsolescence or otherwise in the ordinary course of business if Mortgagor promptly replaces such Collateral sold (in the event such Collateral is necessary, required, or reasonably desirable for the continued operation, use, and enjoyment of the Premises) with substitute Collateral of substantially similar quality and utility and of equal or greater value, and in such a manner so that the Trust Property may said Collateral shall be subject to the Uniform Commercial Code (said portion security interest created hereby, and so that the security interest of Mortgagee shall be first in priority, it being expressly understood and agreed that all replacements of the Trust Property so Collateral and any additions to the Collateral shall be and become immediately subject to the Uniform Commercial Code being called security interest of this Mortgage and covered hereby. Mortgagor shall, from time to time, on request of Mortgagee, deliver to Mortgagee an inventory of the Collateral in this paragraph reasonable detail. Mortgagor covenants and represents that all Collateral, and all replacements thereof, substitutions therefor or additions thereto, unless Mortgagee otherwise consents, now are and will be free and clear of liens (other than the "COLLATERAL"lien of taxes not yet due or payable), encumbrances or security interests of others, other than “Permitted Liens” (as such term is defined in that certain Security Agreement dated of even date herewith, executed by Mortgagor in favor of Mortgagee, for the benefit of the Lenders) and liens in favor of Mortgagee, for the benefit of the Lenders. Grantor hereby agrees with Beneficiary to Mortgagor shall, upon demand execute and deliver to Beneficiary, Mortgagee such documents in form and substance satisfactory to BeneficiaryMortgagee, and will do all such financing statements acts and such further assurances things as Beneficiary Mortgagee may at anytime, 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 first perfected security interest herein granted. All in the Deposits and Collateral, subject to no liens (other than the lien of taxes not yet due or part payable), encumbrances, or security interests of others, except as expressly approved by Mortgagee in writing or as otherwise may be expressly permitted by the terms of the Trust Property is or is to become "fixtures" as defined in Loan Documents. This Mortgage also constitutes a financing statement for the Uniform Commercial Code, purpose of the UCC and this Deed of Trust, upon being shall constitute a “fixture filing” under such statutes and shall be filed for record in the real estate records of Xxxx County, Illinois. For such purpose the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes name and address of the Uniform Commercial Code upon such of debtor and the Trust Property that is or may become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties secured party are as set forth in the first paragraph below: Name of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of TrustDebtor: 000 X. Xxxxxx Xxxxxx, and the place where Grantor's books and records in respect of where the X.X.X. Xxxxxx’s Mailing Address: 000 X. Xxxxxx Xxxxxx, L.L.C. c/o Prime Group Realty Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured00 Xxxx Xxxxxx Xxxxx Suite 3900 Chicago, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.Illinois 60601

Appears in 1 contract

Samples: Security Agreement and Fixture (Prime Group Realty Trust)

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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor, by executing and delivering this Deed of Trust has granted and hereby Mortgage grants to BeneficiaryMortgagee, as security for the ObligationsIndebtedness, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said such portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph Paragraph 27 the "COLLATERALCollateral"). Grantor Mortgagor hereby agrees with Beneficiary authorizes Mortgagee to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such and shall cover all items of the Trust Property Collateral that is are or may are to become fixtures. Information concerning the security interest interest(s) herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustMortgagee upon request. If an Event of Default shall occur which shall remain uncuredand be continuing, 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 Codecode, (including, without limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Mortgagor in accordance with the provisions hereof at least ten five (105) business days prior to such sale, disposition or action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Indebtedness in such priority and proportions as Beneficiary shall determine Mortgagee in its sole discretiondiscretion shall deem proper. In the event Mortgagor shall notify Mortgagee of any change in name, identity or structure of Grantor, Grantor Mortgagor and shall notify Beneficiary thereof and, promptly after request, shall execute, file and record record, at its 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, Grantor 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 materially increase Grantor's the obligations of Mortgagor under the Note, this Deed of Trust Mortgage or the other Relevant Loan Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary as its grants to Mortgagee an irrevocable power of attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: Leases and Rents and Security Agreement (Dress Barn Inc)

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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Mortgaged Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the ObligationsDebt, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called referred to in this paragraph Paragraph 23 as the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time, time reasonably consider necessary to create, perfect, perfect and preserve Beneficiary's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this This Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. As such, this Deed of Trust covers all items of the Trust Property Collateral that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredoccur, Beneficiary, 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 limitation, to limiting the extent permitted by lawgenerality of the foregoing, the right to take possession of the Collateral or any part thereof, 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 or TrusteeBeneficiary, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable legal expenses and including attorneys' fees) fees and disbursements, incurred or paid by Beneficiary 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of any Grantor, such Grantor shall notify Beneficiary thereof and, and promptly after request, 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.by

Appears in 1 contract

Samples: And Rents and Security Agreement (Glimcher Realty Trust)

Security Agreement. This Deed Mortgagor and Mortgagee agree that this Mortgage shall constitute and shall be construed as a Security Agreement under the terms of Trust is both a real property deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called hereinafter in this paragraph Paragraph referred to as the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary“Code”) as adopted by the State of Florida, in form and substance satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time, reasonably consider necessary with respect to createany property included in the definition of the word “Mortgaged Property”, perfect, and preserve Beneficiary's security interest herein granted. All or which property may not be deemed to form a part of the Trust Property is real property described as the Premises or is to become "fixtures" as defined may not constitute a “fixture” (within the meaning provided in the Uniform Commercial Code), and this Deed all replacements of Trustsuch property, upon being filed substitutions for record in the real estate records of the city or county wherein such fixtures are situatedproperty, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon additions to such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trustproperty, and the place where Grantor's books proceeds thereof (all of said property described above, and records the replacements, substitutions and additions thereto together with the proceeds thereof being hereinafter collectively referred to as the “Collateral”), and that a first priority, perfected and continuing security interest in respect and to the Collateral located on the Mortgaged Property, is hereby granted to the Mortgagee, and the Collateral and all right, title and interest of where Mortgagor therein, are hereby assigned to the Trust Property is located are kept is Mortgagee, all to secure payment of the address Note, and to secure performance by the Mortgagor of Grantor set forth in the first paragraph terms, covenants and provisions hereof. Upon the occurrence of this Deed of Trust. If an Event of Default under this Mortgage, the Mortgagee, pursuant to the appropriate provisions of the Code, shall occur which shall remain uncured, Beneficiaryhave the right, in addition to any all 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 limitationrights, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 proceed with respect to the Collateral sent in accordance with its rights and remedies as a Secured Party under the Code. The parties agree that, in the event the Mortgagee shall elect to Grantor at least proceed with respect to the Collateral separately from the real property, ten (10) business days prior to such action or such written notice as is otherwise required by law or of the Relevant Documents, sale of the Collateral shall constitute commercially be reasonable notice to Grantornotice. The proceeds reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Mortgagee shall include, but shall not be limited to, reasonable attorneys’ fees and legal expenses incurred by Mortgagee. Mortgagor shall, from time to time, on request of the Mortgagee, deliver to the Mortgagee an inventory of the Collateral in reasonable detail. Mortgagor covenants and represents that all Collateral now is, and that all replacements thereof, substitutions therefor or additions thereto, unless the Mortgagee otherwise consents, will be, free and clear of any disposition of the Collateralother liens, encumbrances or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trustinterests.

Appears in 1 contract

Samples: Mortgage and Security Agreement (BitNile Holdings, 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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Trustor in the Trust Mortgaged Property. Grantor Trustor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the ObligationsDebt, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph Section 18 the "COLLATERALCollateral"). Grantor Trustor hereby agrees with Beneficiary 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, time reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this This Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such as to all or any part of the Trust Mortgaged Property that is which now or may become 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 or TrusteeBeneficiary, Grantor Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place reasonably acceptable to Beneficiary. Grantor Trustor shall pay to Beneficiary on demand therefor any and all reasonable expenses (includingexpenses, without limitation, including reasonable 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 Grantor Trustor in accordance with the provisions hereof at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorTrustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Trustor, Grantor such Trustor shall notify Beneficiary thereof and, and promptly after request, 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, Grantor Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem reasonably necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall materially increase GrantorTrustor's obligations under the Note, this Deed of Trust or and the other Relevant Loan Documents. Grantor Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interestinterest upon Trustor's failure to do so within ten (10) Business Days after request by Beneficiary, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by Beneficiary, as secured partyTrustor's attorney-in-fact, in connection with the Collateral covered by this Deed of Trust. Notwithstanding the foregoing, Trustor shall appear and defend Trustor's interests in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such appointment 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 terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 1 contract

Samples: Ventas 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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Borrower in the Trust Property. Grantor Borrower by executing and delivering this Deed of Trust Security Instrument has granted and hereby grants to BeneficiaryLender, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor Borrower hereby agrees with Beneficiary Lender to execute and deliver to BeneficiaryLender, in form and term :mad substance satisfactory to BeneficiaryLender, such financing statements statements, continuation statements, other uniform commercial code forms and shall pay all expenses and fees in connection with :he filing and recording thereof, and such further assurances as Beneficiary Lender may from time to time, reasonably consider necessary to create, perfect, and preserve BeneficiaryLender's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Security Instrument shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. All or pan of the Trust Property that is are or may are to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses aggresses of the parties set forth in the first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustSecurity Instrument. If an Event of Default shall occur which shall remain uncured, Beneficiaryoccur. Lender, in addition to any other rights and remedies which it they may have, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or Trustee, Grantor Lender. Borrower shall at its expense assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Grantor Borrower shall pay to Beneficiary Lender on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Borrower in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Lender to the payment of the Obligations in such priority and proportions as Beneficiary shall determine Lender in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Borrower, Grantor such Borrower shall notify Beneficiary thereof andLender thereof, and promptly after request, request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of BeneficiaryLender's lien JPMORGAN CHASE BANK 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, Grantor 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 materially increase GrantorBorrower's obligations under the Note, this Deed of Trust or Security-Instrument and the other Relevant Other Loan Documents. Grantor Borrower hereby irrevocably appoints Beneficiary Lender as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryLender, as secured partyBorrower's attorney-in-fact, in connection with the Collateral covered by this Deed of TrustSecurity Instrument. Notwithstanding the foregoing, Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Property and any interest or right therein, whether such appointment proceeding effects title or any other rights in the Property (and in conjunction therewith. Borrower shall fully cooperate with Lender in the event Lender is a party to terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 1 contract

Samples: Deed of Trust and Security Agreement (First Potomac Realty Trust)

Security Agreement. This Deed of Trust is both Mortgagor and Mortgagee agree that this Mortgage shall constitute a real property deed of trust and a "security agreement" agreement within the meaning of the Uniform Commercial Code. The Trust Property includes both real UCC with respect to all sums on deposit with the Mortgagee with respect to insurance proceeds or condemnation proceeds (“Deposits”) and with respect to any personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor fixtures included in the Trust Property. Grantor by executing definition herein of the word “Mortgaged Premises”, which property may not be deemed to form a part of the real estate described in Schedule “A” or may not constitute a “fixture” within the meaning of the UCC, and delivering this Deed all replacements of Trust has granted such property, substitutions and hereby grants additions thereto and the proceeds thereof, all such property being sometimes hereinafter collectively referred to Beneficiaryas the “Collateral”, as security for the Obligations, and that a security interest in the Trust Property and to the full extent Collateral and the Deposits is hereby granted to Mortgagee and the Deposits and all of Mortgagor’s right, title and interest therein are hereby assigned to Mortgagee, all to secure payment of the Indebtedness and to secure performance by Mortgagor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under this Mortgage, Mortgagee, pursuant to the appropriate provisions of the UCC, shall have the option of proceedings with respect to the Collateral in accordance with its rights and remedies with respect to the real property, in which event the default provisions of the UCC shall not apply. The parties agree that, in the event Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days’ notices of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys’ fees and legal expenses incurred by Mortgagee. Mortgagor agrees that, without the written consent of Mortgagee, Mortgagor will not remove or permit to be removed from the Mortgaged Premises any of the Collateral except that so long as the Trust Property may Mortgagor is not in default hereunder, Mortgagor shall be permitted to sell or otherwise dispose of the Collateral, when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Mortgaged Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value of that disposed of and in such a manner so that said Collateral shall be subject to the Uniform Commercial Code (said portion security interest created hereby, and so that the security interest of Mortgagee shall be first in priority, it being expressly understood and agreed that all replacements of the Trust Property so Collateral and any additions to the Collateral shall be and become immediately subject to the Uniform Commercial Code being called in security interest of this paragraph the "COLLATERAL")Mortgage and covered hereby. Grantor hereby agrees with Beneficiary to execute and deliver to BeneficiaryMortgagor shall, in form and substance satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time, reasonably consider necessary on request of Mortgagee, deliver to create, perfectMortgagee an inventory of the Collateral in reasonable detail. Mortgagor covenants and represents that all Collateral, and preserve Beneficiary's all replacements thereof, substitutions therefor or additions thereto, unless Mortgagee otherwise consents, now are and will be free and clear of liens (other then the lien of taxes not yet due and payable), encumbrances or security interests of others. Mortgagor shall, upon demand, execute and deliver to Mortgagee such financing statements and other documents in form satisfactory to Mortgagee, and will do all such acts and things as Mortgagee may at anytime, or from time to time, reasonable request or as may be necessary or appropriate to establish and maintain a first perfected security interest herein grantedin the Deposits and Collateral, subject to no liens (other than the lien of taxes not yet due and payable), encumbrances, or security interests of others. All or part This Mortgage also constitutes a financing statement for the purpose of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, UCC and this Deed of Trust, upon being shall constitute a “fixture filing” under such statutes and shall be filed for record in the real estate records of the city or county wherein County in which the Land is located. For such fixtures are situated, shall also constitute a "fixture filing" for purpose the purposes name and address of the Uniform Commercial Code upon such of debtor and the Trust Property that is or may become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties secured party are as set forth in the first paragraph below: Name of this Deed Debtor: ORP THREE L.L.C. Debtor’s Mailing Address: ORP THREE L.L.C. x/x XXXXX Xxxxxxxx Xxxxx 0 4582 South Ulster Street Parkway Suite 1100 Xxxxxx, Xxxxxxxx 00000 Debtor’s Taxpayer Identification No.: 00-0000000 Debtor’s Organization No.: MD W03799947 Address of Trust. Grantor's chief executive office and principal place Premises: 00000 Xxxxxxx Xxxxxx South Burnsville, Minnesota Name of business is the Grantor's address set forth in the first paragraph Secured Party: New York Community Bank Address of this Deed of TrustSecured Party: Xxx Xxxxxxx Xxxxx Xxxxxxx, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredXxx Xxxx 00000 Attn: Xxxxx X. XxXxxxxxxx, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Senior Vice President This financing statements covers the Collateral. Any notice Some of sale, disposition the items or other intended action by Beneficiary with respect to types of property comprising the Collateral sent are or are to Grantor at least ten (10) business days prior to such action or such notice as become fixtures on the real property described in this Mortgage. Mortgagor is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition record owner of the Collateral, or any part thereof, may be applied by Beneficiary real property described herein upon which the foregoing fixtures and other items and types of property are located. Mortgagor hereby represents and warrants to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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 CollateralMortgagee, and shall pay all expenses covenants and fees in connection agrees with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Grantor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements Mortgagee 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.follows:

Appears in 1 contract

Samples: First Mortgage and Security Agreement (Oxford Residential Properties I LTD Partnership)

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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the ObligationsDebt, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph Section 18 the "COLLATERALCollateral"). Grantor Mortgagor hereby agrees with Beneficiary 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, time reasonably consider necessary to create, perfect, and preserve BeneficiaryMortgagee's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such as to all or any part of the Trust Mortgaged Property that is which now or may become 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place reasonably acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, including reasonable 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 Grantor Mortgagor in accordance with the provisions hereof at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine Mortgagee in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Mortgagor, Grantor such Mortgagor shall notify Beneficiary Mortgagee thereof and, and promptly after request, Mortgagee'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, Grantor Mortgagor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary Mortgagee shall deem reasonably necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall materially increase GrantorMortgagor's obligations under the Note, this Deed of Trust or Mortgage and the other Relevant Loan Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interestinterest upon Mortgagor's failure to do so within ten (10) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryMortgagee, as secured partyMortgagor's attorney-in-fact, in connection with the Collateral covered by this Deed of TrustMortgage. Notwithstanding the foregoing, Mortgagor shall appear and defend Mortgagor's interests in any action or proceeding which affects or purports to affect the Mortgaged Property and any interest or right therein, whether such appointment proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 1 contract

Samples: Ventas Inc

Security Agreement. (a) This Deed of Trust is both a real property deed Deed of trust Trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Trustor in the Trust Property. Grantor Trustor, by executing and delivering this Deed of Trust has granted and hereby grants to BeneficiaryBeneficiary and Trustee (to the extent provided herein), as security for the ObligationsIndebtedness, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said such portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph PARAGRAPH 27 the "COLLATERAL"). Grantor Trustor hereby agrees with authorizes Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this This Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such and shall cover all items of the Trust Property Collateral that is are or may are to become fixtures. Information concerning the security interest interest(s) herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustBeneficiary upon request. If an Event of Default shall occur which shall remain uncuredoccur, BeneficiaryBeneficiary and/or Trustee, 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 limitation, to limiting the extent permitted by lawgenerality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary and/or Trustee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Beneficiary or and/or Trustee, Grantor Trustor shall at its expense assemble the Collateral and make it available to Beneficiary and/or Trustee at a convenient place reasonably acceptable to BeneficiaryBeneficiary and/or Trustee. Grantor Trustor shall pay to Beneficiary and Trustee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable including legal expenses and reasonable attorneys' fees) fees and disbursements, incurred or paid by Beneficiary and Trustee 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 and/or Trustee with respect to the Collateral sent to Grantor Trustor in accordance with the provisions hereof at least ten five (105) business days prior to such sale, disposition or action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorTrustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations Indebtedness in such priority and proportions as Beneficiary shall determine in its sole discretiondiscretion shall deem proper. In the event Trustor shall notify Beneficiary and Trustee of any change in name, identity identity, structure or structure state of Grantor, Grantor formation of Trustor and shall notify Beneficiary thereof and, promptly after request, shall execute, file and record record, at its sole cost and expense, such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's the lien of Beneficiary upon and security interest in the Collateral. In addition, and Trustor 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, Grantor shall, promptly after request, execute, file and record such additional Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessary, necessary and shall pay all expenses and METRO SQUARE SHOPPING CENTER LOAN NO. 6518303 fees in connection with the filing and recording thereof, it being understood and agreed, however, provided that no such additional documents shall materially increase Grantor's obligations the obligations, or decrease the rights, of Trustor under the Payment Guaranty, this Deed of Trust or the other Relevant Loan Documents. Grantor Trustor hereby irrevocably appoints grants to Beneficiary as its an irrevocable power of attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.

Appears in 1 contract

Samples: Management Agreement (Inland Western Retail Real Estate Trust 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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor, by executing and delivering this Deed of Trust has granted and hereby Mortgage grants to BeneficiaryMortgagee, as security for the ObligationsIndebtedness, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said such portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph PARAGRAPH 27 the "COLLATERAL"). Grantor Mortgagor hereby agrees with Beneficiary authorizes Mortgagee to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such and shall cover all items of the Trust Property Collateral that is are or may are to become fixtures. Information concerning the security interest interest(s) herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustMortgagee upon request. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place reasonably acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Mortgagor in accordance with the provisions hereof at least ten five (105) business days prior to such sale, disposition or action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Indebtedness in such priority and proportions as Beneficiary shall determine Mortgagee in its sole discretiondiscretion shall deem proper. In the event Mortgagor shall notify Mortgagee of any change in name, identity or structure of Grantor, Grantor Mortgagor and shall notify Beneficiary thereof and, promptly after request, shall execute, file and record record, at its 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, Grantor 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 materially increase Grantor's the obligations of Mortgagor under the Note, this Deed of Trust Mortgage or the other Relevant Loan Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary as its grants to Mortgagee an irrevocable power of attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) Loan No. 6518217 signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: Leases and Rents and Security Agreement (Inland Western Retail Real Estate Trust Inc)

Security Agreement. This Deed of Trust is both a real property deed of trust and a "security agreementSECURITY AGREEMENT" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Trustor in the Trust Property. Grantor Trustor by executing and delivering this Deed of Trust has granted and hereby grants to BeneficiaryBeneficiary and Trustee, as security for the ObligationsDebt, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor Trustor hereby agrees with Beneficiary 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this This Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such as to all or any items of the Trust Property Collateral that is are or may are to become fixturesfixtures 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredoccur, BeneficiaryBeneficiary and Trustee, in addition to any other rights and remedies which it either 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 limitation, to limiting the extent permitted by lawgenerality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary or Trustee may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Beneficiary or TrusteeTrustee after the occurrence and during the continuance of an Event of Default, Grantor Trustor shall at its expense assemble the Collateral and make it available to Beneficiary and Trustee at a convenient place reasonably acceptable to Beneficiary. Grantor Trustor shall pay to Beneficiary on and Trustee within ten (10) Business Days of demand therefor any and all expenses, including reasonable expenses (including, without limitation, reasonable legal expenses and attorneys' fees) fees and disbursements, incurred or paid by Beneficiary and Trustee 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 and Trustee with respect to the Collateral sent to Grantor Trustor in accordance with the provisions hereof at least ten (10) business days Business Days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorTrustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Trustor, Grantor such Trustor shall notify Beneficiary and Trustee thereof and, and promptly after request, 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 reasonable 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, Grantor Trustor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem reasonably necessary, and shall pay all reasonable expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall materially increase GrantorTrustor's obligations or decrease Trustor's rights under the Note, this Deed of Trust or and any of the other Relevant Loan Documents. Grantor Trustor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.

Appears in 1 contract

Samples: And Security Agreement (Lodgian Inc)

Security Agreement. This Deed of Trust is both Mortgage constitutes a real property deed of trust and a "security agreement" within the meaning of agreement under the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Code as adopted in the Trust Property. Grantor by executing State and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, creates a security interest in the Trust Mortgaged Property including, without limitation, all present and future furniture, fixtures, equipment and personal property installed in, or to be placed upon, or used in connection with, or necessary for, the operation of the Mortgaged Property, except such personal property owned by tenants in the Mortgaged Property and such personal property owned by the contractor or subcontractors performing work on the Mortgaged Property, whether stored on the Mortgaged Property or elsewhere and used or to be used in connection with the Mortgaged Property; all leases, rents, issues and profits, and all inventory, accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, notes, drafts, letters of credit, insurance policies, insurance and condemnation awards and proceeds, trade names, trademarks and service marks arising from or related to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL")and any business conducted thereon by Mortgagor; and all replacements, additions, accessions and cash and non-cash proceeds and products thereof. Grantor hereby agrees with Beneficiary to execute Mortgagor shall execute, deliver, file and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such re-file any financing statements and such further assurances as Beneficiary or other security agreements Mortgagee may require from time to time, reasonably consider necessary time to create, perfectconfirm the lien of this Mortgage and the security interest hereby created with respect to such property, and preserve Beneficiary's security interest herein grantedMortgagor shall pay any costs or fees incurred in connection therewith. All Without limiting the foregoing, Mortgagor hereby irrevocably appoints Mortgagee attorney-in-fact for Mortgagor to execute, deliver and file such instruments for and on behalf of Mortgagor. Notwithstanding any release of any or part all of the Trust Property is or is to become "fixtures" as defined property included in the Uniform Commercial CodeMortgaged Property which is deemed "real property", any proceedings to foreclose this Mortgage or its satisfaction of record, the terms hereof shall survive as a security agreement with respect to the security created hereby and this Deed referred herein until the repayment or satisfaction in full of Trustthe obligations of Mortgagor as are now or hereafter evidenced by the Note and the other Loan Documents. As to those items of the Mortgaged Property that are, upon being filed for record or are to become, fixtures (together with all products and proceeds thereof), it is intended that THIS MORTGAGE SHALL BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING from the date of its filing in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for County where the purposes Mortgaged Property is located. The name of the Uniform Commercial Code upon such record owner of the Trust said Mortgaged Property that is or may become fixturesMortgagor set forth on page one of this Mortgage. Information concerning the security interest herein granted created by this Mortgage may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, at its address as set forth on page one of this Mortgage. The address of Mortgagor, as debtor, is as set forth on page one of this Mortgage. This Mortgage covers goods which are or are to become fixtures. Mortgagor agrees that if default shall be made in connection with any of the Collateral covered by this Deed of Trustcovenants or conditions herein contained, such appointment to terminate or contained in any mortgage constituting a lien upon the release mortgaged premises prior and superior to the lien hereof, or should any action be commenced to foreclose any such prior mortgage, the Mortgagee shall have the right forthwith, after any such default, to (i) declare all amounts due on the Note and Mortgage immediately due and payable; (ii) foreclose this Mortgage; (iii) enter upon and take possession of the said mortgaged premises, and to let the said premises, and receive the rents, issues and profits thereof, and to apply the same, after payment of all necessary charges and expenses, on account of the amount hereby secured, and said rents and profits are, in the event of any such default, hereby assigned to the Mortgagee; and (iv) the Mortgagee shall also be at liberty immediately after any such default, upon proceedings being commenced for the foreclosure of this Deed Mortgage, to apply for the appointment of Trusta receiver of the rents and profits of the said premises, and be entitled to the appointment of such receiver as a matter of right, as security for the amounts due the Mortgagee without consideration of the value of the mortgaged premises or solvency of any person or persons liable for the payment of such amounts. Acceptance by the Mortgagee of any payments hereunder, after default, or the failure of the Mortgagee, in any one or more instances, to insist upon strict performance by the Mortgagor of any terms and covenants of this Mortgage or to exercise any option or election herein conferred, shall not be deemed to be a waiver or relinquishment for the future of any such terms, covenants, elections or options.

Appears in 1 contract

Samples: Mortgage and Security Agreement (Igi 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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the ObligationsLiabilities, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph Section 18 the "COLLATERAL"“Collateral”). Grantor Xxxxxxxxx hereby agrees with Beneficiary 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, time reasonably consider necessary to create, perfect, and preserve Beneficiary's Mortgagee’s security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such as to all or any part of the Trust Mortgaged Property that is which now or may become 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeMortgagee, Grantor shall Mortgagor shall, at its expense expense, assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Mortgagor in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Liabilities in such priority and proportions as Beneficiary shall determine Mortgagee in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Mortgagor, Grantor such Mortgagor shall notify Beneficiary Mortgagee thereof and, and promptly after request, Mortgagee’s request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's Mortgagee’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof. If Beneficiary Mortgagee shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Grantor 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 materially increase Grantor's Mortgagor’s obligations under the Note, this Deed of Trust or Mortgage and the other Relevant Loan Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interestinterest upon Xxxxxxxxx’s failure to do so within five (5) Business Days after request by Mortgagee, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryMortgagee, as secured partyXxxxxxxxx’s attorney-in-fact, in connection with the Collateral covered by this Deed of TrustMortgage. Notwithstanding the foregoing, Xxxxxxxxx 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 appointment proceeding affects title or any other rights in the Mortgaged Property (and in conjunction therewith, Mortgagor shall fully cooperate with Mortgagee in the event Mortgagee is a party to terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 1 contract

Samples: Agreement and Fixture Filing (Prime Group Realty Trust)

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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the ObligationsDebt, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called referred to in this paragraph Paragraph 23 as the "COLLATERAL"). Grantor Mortgagor hereby agrees with Beneficiary Mortgagee to execute and deliver to BeneficiaryMortgagee, in form and substance satisfactory to BeneficiaryMortgagee, such financing statements and such further assurances as Beneficiary Mortgagee may from time to time, time reasonably consider necessary to create, perfect, perfect and preserve BeneficiaryMortgagee's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. As such, this Mortgage covers all items of the Trust Property Collateral that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality of the foregoing, 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 Collateral). Upon request or demand of Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable legal expenses and including 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 with respect to the Collateral sent to Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine Mortgagee in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Mortgagor, Grantor such Mortgagor shall notify Beneficiary Mortgagee thereof and, and promptly after request, 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: Leases and Rents and Security Agreement (Glimcher Realty Trust)

Security Agreement. This Deed of Trust is Security Instrument constitutes both a real property deed of trust mortgage and a "security agreement" within ” between Borrower and Lender with respect to the meaning Collateral 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. The Trust Property includes both real and personal property and Borrower hereby authorizes Lender to prepare, file of record or otherwise effectuate new financing statements or financing statement amendments which describe all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said any portion of the Trust Property so subject assets of Borrower as collateral thereunder. Borrower specifically agrees that Lender may cause such financing statements and financing statement amendments to be filed without any signature of a representative of the Uniform Commercial Code being called in this paragraph the "COLLATERAL")Borrower appearing thereon, where such filings are permitted by applicable law. Grantor Borrower hereby agrees with Beneficiary to execute and deliver on demand and hereby irrevocably constitutes and appoints Lender the attorney-in-fact of 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 request or require in form and substance satisfactory order to Beneficiaryimpose, such financing statements and such further assurances as Beneficiary may from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary's perfect or continue the perfection of the lien or security interest herein grantedcreated hereby. All Expenses of retaking, holding, preparing for sale, selling or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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, like (including, without limitation, Lender’s reasonable attorneys’ fees and legal expenses), together with interest thereon at the Default Interest Rate from the date Lender notifies Borrower of the incurrence thereof until actually paid by Borrower, shall be paid by Borrower 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 indebtedness evidenced by the Note. If notice is required by law, Lender shall give Borrower at least ten (10) days’ prior written notice of the time and place of any public sale of such property or of the time of or after which any private sale or any other intended disposition thereof is to be 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. 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 1.22 shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the foreclosure sale as provided in Section 3.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 3.1(e). Furthermore, to the extent permitted by law, the right in conjunction with, in addition to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary in substitution for the care, protection rights and preservation of the Collateral). Upon request or demand of Beneficiary or Trustee, Grantor shall at its expense assemble the Collateral and make it remedies available to Beneficiary at a convenient place acceptable Lender pursuant to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after request, shall execute, file and record such applicable 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.Code:

Appears in 1 contract

Samples: Security Agreement and Fixture Filing (Cornerstone Core Properties REIT, Inc.)

Security Agreement. This Deed of Trust Mortgage is both also a real property deed of trust security agreement between Mortgagor, as debtor, and a "security agreement" within the meaning of the Uniform Commercial CodeMortgagee, as secured party. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and Mortgagor hereby grants to Beneficiary, as security for the ObligationsMortgagee and Mortgagee's successors and assigns, a security interest in those portions of the Trust Property in which a security interest may lawfully be created, including without limitation: (i) those portions of the Property which constitute Accessories and each and every part thereof; (ii) all proceeds from the sale, lease or other disposition of all or any part of the Property; and (iii) all sums, proceeds, funds and reserves described or referred to in this Mortgage. However, the full extent grant of a security interest in proceeds shall not be deemed to authorize any action otherwise prohibited herein. The security interest created hereby is specifically intended to cover and include all Leases including all extended terms and all extensions and renewals of the terms thereof, as well as any amendments to or replacements of said Leases, together with all the right, title and interest of Mortgagor, as lessor thereunder, including, without limiting the generality of the foregoing, the present and continuing right to make claim for, collect, receive and receipt for any and all of the 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 Trust Property may Leases, nor shall any obligation be subject imposed upon Mortgagee. In addition to Mortgagee's rights hereunder or otherwise, Mortgagee shall have all of the rights of a secured party under the Hawaii Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERALCode"). Grantor hereby agrees with Beneficiary to execute and deliver to BeneficiaryMortgagee may, in form and substance satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time, reasonably consider necessary file all financing statements as required by Mortgagee in order to createestablish or maintain the validity, perfect, and preserve Beneficiary's security interest herein granted. All perfection or part priority of the Trust Property is or is security interests created herein. Mortgagor shall (a) promptly pay to become "fixtures" as defined in the Uniform Commercial Code, Mortgagee on demand all costs of preparation and this Deed filing of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any financing statements pursuant hereto and all rights costs of Code searches reasonably required by Mortgagee and remedies granted (b) give to Mortgagee a secured party upon default certificate in form satisfactory to Mortgagee listing all trade names of Mortgagor and under which Mortgagor operates or intends to operate the Uniform Commercial Code, (including, without limitation, to the extent permitted by law, the right to take possession of the Collateral 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. 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 Obligations in such priority trade name and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in of name (or trade name or assumed name), identity or structure of GrantorMortgagor. A carbon, Grantor shall notify Beneficiary thereof and, promptly after 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 photographic or recording of additional Uniform Commercial Code forms or continuation statements, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release reproduction of this Deed Mortgage or of Trust.a financing statement executed pursuant hereto is sufficient as a financing statement. This Mortgage is, without limitation, intended to be a financing statement filed as a fixture filing with respect to the portions of the Property which are or are to

Appears in 1 contract

Samples: Settlement Agreement (Maui Land & Pineapple Co Inc)

Security Agreement. This Deed (a) It is the intention of Trust is the parties hereto that this instrument shall constitute both a real property deed of trust mortgage and a "security agreement" within the meaning of the New York State Uniform Commercial Code with respect to the personalty and fixtures comprising a part of the Property, and that a security interest is hereby attached thereto for the benefit of Mortgagee to further secure the Mortgage Obligations. Mortgagor hereby authorizes Mortgagee to file financing and continuation statements with respect to such collateral in which Mortgagor has a mortgageable interest, without the signature of Mortgagor whenever lawful, and upon request, Mortgagor shall promptly execute financing and continuation statements in form satisfactory to Mortgagee to further evidence and secure Mortgagee's interest in such collateral, and shall pay all filing fees in connection therewith. In the event of the occurrence of one or more Events of Default, Mortgagee, pursuant to the applicable provision of the New York Uniform Commercial Code. The Trust Property includes , shall have: (i) 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 Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the New York Uniform Commercial Code shall not apply, or (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and ii) all rights and remedies granted to a secured party upon default under the New York Uniform Commercial Code, (including, including without limitation, to the extent permitted by law, 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)Building Equipment. Upon request or demand of Beneficiary or TrusteeMortgagee, Grantor Lessee shall at its expense assemble the Collateral Building Equipment and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Lessee shall pay to Beneficiary on upon demand therefor any and all expenses, including reasonable expenses (including, without limitation, reasonable legal expenses and attorneys' fees) fees and disbursements, incurred or paid by Beneficiary Mortgagee in protecting the its interest in the Collateral Building Equipment and in enforcing the its rights hereunder with respect to the CollateralBuilding Equipment. Any The parties agree that in the event Mortgagee elects to proceed with respect to collateral constituting personalty or fixtures separately from the real property, the giving of five days' notice by Mortgagee, sent by an overnight mail service, postage prepaid, to Mortgagor at its address referred to in Paragraph 40, designating the place and time of sale, disposition any public sale or the time ------------ after which any private sale or other intended action by Beneficiary disposition of such collateral is to be made, shall be deemed to be reasonable notice thereof and Mortgagor waives any other notice with respect to the Collateral sent to Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trustthereto.

Appears in 1 contract

Samples: Mortgage, Security Agreement (Technology Flavors & Fragrances Inc)

Security Agreement. This Deed of Trust Security Instrument is both a real property mortgage or deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Borrower in the Trust Property. Grantor Borrower by executing and delivering this Deed of Trust Security Instrument has granted and hereby grants to BeneficiaryLender, as security for the ObligationsDebt, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERALCollateral"). Grantor Borrower hereby agrees with Beneficiary Lender to execute and deliver to BeneficiaryLender, in form and substance 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, reasonably consider necessary to create, perfect, and preserve BeneficiaryLender's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Security Instrument shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. All or part of the Trust Property that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustSecurity Instrument. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeLender, Grantor Borrower shall at its expense assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Grantor Borrower shall pay to Beneficiary Lender on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Borrower in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Lender to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine Lender in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Borrower, Grantor such Borrower shall notify Beneficiary thereof and, promptly after 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, Grantor 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 Lender thereof, it being understood and agreed, however, that no such additional documents shall materially increase GrantorBorrower's obligations under the Note, this Deed of Trust or Security Instrument and the other Relevant Other Loan Documents. Grantor Borrower hereby irrevocably appoints Beneficiary Lender as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryLender, as secured partyBorrower's attorney-in-fact, in connection with the Collateral covered by this Deed of TrustSecurity Instrument. Notwithstanding the foregoing, Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Property and any interest or right therein, whether such appointment proceeding effects title or any other rights in the Property (and in conjunction therewith, Borrower shall fully cooperate with Lender in the event Lender is a party to terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 1 contract

Samples: Defined Terms (Fairchild Corp)

Security Agreement. This Deed It is the intention of Trust is both the parties hereto that this instrument shall constitute a real property deed of trust and a "security agreement" Security Agreement within the meaning of the Uniform Commercial Code. The Trust Property includes both real Code with respect to the Equipment, and personal property that a security interest shall attach thereto for the benefit of Mortgagee to secure the sums secured by this Mortgage and all other rights sums and interests, whether tangible or intangible in nature, of Grantor in the Trust Propertycharges which may 30 become due hereunder. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Mortgage shall also constitute a "fixture filing" for purposes of Article 9 of the purposes Uniform Commercial Code. The Mortgagor hereby authorizes Mortgagee to file financing and continuation statements with respect to the Equipment in which Mortgagor has a mortgageable interest, without the signature of Mortgagor whenever lawful and, upon request, Mortgagor shall promptly execute financing and continuation statements in form satisfactory to Mortgagee to further evidence and secure Mortgagee's interest in the Equipment, and shall pay all filing fees in connection therewith. In the event of default under this Mortgage, Mortgagee, pursuant to Section 9-501(4) of the Uniform Commercial Code, as said Section is currently constituted or may be hereafter amended, shall have the option of proceeding as to both real and personal property in accordance with its rights and remedies in respect of the real property, in which event the default provisions of the Uniform Commercial Code upon such of the Trust Property shall not apply. The parties agree that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, Beneficiary, in addition event Mortgagee elects 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable legal expenses and attorneys' fees) incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder proceed with respect to the Collateral. Any Equipment separately from the real property, thirty (30) days' notice of salethe sale of the Equipment shall be reasonable notice. The Mortgagor agrees that, disposition without the written consent of Mortgagee, Mortgagor will not remove or other intended action by Beneficiary permit to be removed from the Improvements any of the Equipment unless the same are promptly replaced with respect Equipment of a quality and utility equal or superior to that which is replaced. All such replacements, renewals and additions shall become and be immediately subject to the Collateral sent to Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, therein of Mortgagee 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral be covered by this Deed instrument. The Mortgagor represents and warrants that all Equipment now is, and that all replacements thereof, substitutions therefor or additions thereto will be, free and clear of Trustall liens, such appointment to terminate upon the release encumbrances or security interests of this Deed of Trustothers, except as may be permitted by Article 2 hereof.

Appears in 1 contract

Samples: New Valley Corp

Security Agreement. This Grantor and Grantee agree that this Deed of Trust is both shall constitute a real property deed of trust and a "security agreement" agreement within the meaning of the Uniform Commercial Code. The Trust Property includes both real UCC with respect to all sums on deposit with the Grantee with respect to insurance proceeds or condemnation proceeds (“Deposits”) and with respect to any personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor fixtures included in the Trust Property. Grantor by executing definition herein of the word “Premises”, which property may not be deemed to form a part of the real estate described in Exhibit “A” or may not constitute a “fixture” within the meaning of the UCC, and delivering this Deed all replacements of Trust has granted such property, substitutions and hereby grants additions thereto and the proceeds thereof, all such property being sometimes hereinafter collectively referred to Beneficiaryas the “Collateral”, as security for the Obligations, and that a security interest in the Trust Property and to the full extent Collateral and the Deposits is hereby granted to Grantee and the Deposits and all of Grantor’s right, title and interest therein are hereby assigned to Grantee, all to secure payment of the Indebtedness and to secure performance by Grantor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under this Deed, Grantee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Collateral in accordance with its rights and remedies with respect to the real property, in which event the default provisions of the UCC shall not apply. The parties agree that, in the event Grantee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days’ notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Grantee shall include, but not be limited to, reasonable attorneys’ fees and legal expenses incurred by Grantee. Grantor agrees that, without the written consent of Grantee, Grantor will not remove or permit to be removed from the Premises any of the Collateral except that so long as the Trust Property may Grantor is not in default hereunder, Grantor shall be permitted to sell or otherwise dispose of the Collateral, when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value of that disposed of and in such a manner so that said Collateral shall be subject to the Uniform Commercial Code (said portion security interest created hereby, and so that the security interest of Grantee shall be first in priority, it being expressly understood and agreed that all [DEED TO SECURE DEBT AND SECURITY AGREEMENT] ING No. 28315 replacements of the Trust Property so Collateral and any additions to the Collateral shall be and become immediately subject to the Uniform Commercial Code being called in security interest of this paragraph the "COLLATERAL")Deed and covered hereby. Grantor hereby agrees with Beneficiary shall, from time to time, on request of Grantee, deliver to Grantee an inventory of the Collateral in reasonable detail. Grantor covenants and represents that all Collateral, and all replacements thereof, substitutions therefor or additions thereto, unless Grantee otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interests of others. Grantor shall, upon demand execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, Grantee such financing statements and other documents in form satisfactory to Grantee, and will do all such further assurances acts and things as Beneficiary Grantee may at any time, or from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. All request or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the necessary or appropriate to establish and maintain a first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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 Deposits and Collateral, and shall pay all expenses and fees in connection with subject to no liens (other than the filing and recording thereof. If Beneficiary shall require the filing lien of taxes not yet due or recording payable), encumbrances, or security interests of additional Uniform Commercial Code forms or continuation statements, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documentsothers. Grantor hereby irrevocably appoints Beneficiary represents and warrants to Grantee, and covenants and agrees with Grantee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.follows:

Appears in 1 contract

Samples: Security Agreement (Industrial Income Trust Inc.)

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 Trust Property Premises includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust PropertyPremises. Grantor by By executing and delivering this Deed of Trust has granted and to Secure Debt, Grantor hereby grants to BeneficiaryGrantee, as security for the ObligationsObligations (hereinafter defined), a security interest in the Trust Fixtures, the Equipment, the Personal Property and other property constituting the Premises to the full extent that the Trust Fixtures, the Equipment, the Personal Property and such other property may be subject to the Uniform Commercial Code (said portion of the Trust Property Premises so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"“Collateral”). Without limiting the foregoing, Grantor hereby agrees with Beneficiary grants to execute and deliver to Beneficiary, in form and substance 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. All or part in all of the Trust Property is or is to become "fixtures" its present and future “Equipment” and “General Intangibles” (as said quoted terms are defined in the Uniform Commercial CodeCode of the state where the Premises are located), and this Deed of TrustGrantee shall have, upon being filed for record in the real estate records addition to all rights and remedies provided herein, and in any other agreements, commitments and undertakings made by Grantor to Grantee, all of the city or county wherein such fixtures are situated, shall also constitute rights and remedies of a "fixture filing" for “Secured Party” under the purposes of Georgia Uniform Commercial Code and the Uniform Commercial Code upon such of the Trust Property that is or may become fixturesstate of Grantor’s creation. Information concerning If 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 to Secure Debt is subject to a security interest covering any such personal property, then all of Trust. Grantor's chief executive office the right, title and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address interest of Grantor set forth in and to any and all such property is hereby assigned to Grantee, together with the first paragraph benefits of this Deed all deposits and payments now or hereafter made thereon by Grantor. During the continuation of Trust. If an any Event of Default shall occur which shall remain uncuredDefault, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeGrantee during the continuation of any Event of Default, Grantor shall 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. Grantor shall pay to Beneficiary Grantee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, 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 Grantor in accordance with the provisions hereof at least ten (10) business days Business Days prior to such action or such notice action, shall, except as is otherwise required provided by law or the Relevant Documentsapplicable law, shall constitute commercially reasonable notice to Grantor. 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 Obligations in such priority and proportions as Beneficiary shall determine in its sole discretionrequired under the Credit Agreement. In The principal place of business of Grantor (Secured Debtor) is as set forth on page one hereof and the event address of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after request, shall execute, file and record such Uniform Commercial Code forms Grantee (Secured Party) is 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office set forth on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trustpage one hereof.

Appears in 1 contract

Samples: Credit Agreement (Recro Pharma, 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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Borrower in the Trust Property. Grantor Borrower by executing and delivering this Deed of Trust Security Instrument has granted and hereby grants to BeneficiaryLender, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"“Collateral”). Grantor Borrower hereby agrees with Beneficiary Lender to execute and deliver to BeneficiaryLender, in form and substance 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, reasonably consider necessary to create, perfect, and preserve Beneficiary's Lender’s security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Security Instrument shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. All or part of the Trust Property that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustSecurity Instrument. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeLender, Grantor Borrower shall at its expense assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Grantor Borrower shall pay to Beneficiary Lender on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Borrower in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Lender to the payment of the Obligations in such priority and proportions as Beneficiary shall determine Lender in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Borrower, Grantor such Borrower shall notify Beneficiary thereof andLender thereof, and promptly after request, 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, Grantor 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 materially increase Grantor's Borrower’s obligations under the Note, this Deed of Trust or Security Instrument and the other Relevant Other Loan Documents. Grantor Borrower hereby irrevocably appoints Beneficiary Lender as its attorneyattomey-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryLender, as secured partyBorrower’s attorney-in-fact, in connection with the Collateral covered by this Deed of TrustSecurity Instrument. Notwithstanding the foregoing, Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Property and any interest or right therein, whether such appointment proceeding effects title or any other rights in the Property (and in conjunction therewith, Borrower shall fully cooperate with Lender in the event Lender is a party to terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 1 contract

Samples: Deed of Trust and Security Agreement (Republic Property Trust)

Security Agreement. (a) This Deed of Trust shall also constitute a Security Agreement, as that term is both a real property deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor used in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants Code, with respect to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said any portion of the Trust Property so subject Improvements which are now or hereafter deemed to be personal property, fixtures or property other than real estate and all replacements, additions and substitutions thereto (the Uniform Commercial Code being called in this paragraph the "COLLATERAL"“UCC Collateral”). Grantor hereby agrees with Beneficiary grants a security interest and assigns to execute Agent, for its benefit and deliver the benefit of the Lenders in all of Grantor’s right, title and interest in and to Beneficiarythe UCC Collateral to secure the payment of the indebtedness secured by and the performance of the Secured Obligations. Agent shall have, in form addition to the rights and substance satisfactory remedies granted 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and Agent under this Deed of Trust, upon being filed for record all of the rights and remedies of a secured party under the Code with respect to the UCC Collateral and Grantor hereby agrees that in the real estate records event Agent shall exercise any right or remedy under the Code following a default by Grantor under this Deed of Trust, whether to dispose of the city UCC Collateral or county wherein such fixtures are situatedotherwise, ten (10) days notice by Agent to Grantor shall also constitute a "fixture filing" for the purposes be deemed to be reasonable notice under any provision of the Uniform Commercial Code requiring such notice. Grantor shall, immediately upon such request by Agent, execute and deliver to Agent, in a form prescribed by Agent, any financing statement, continuation statement, certificate or other document covering all or any portion of the Trust Property that is UCC Collateral designated by Agent that, in the opinion of Agent, may be required to perfect, continue, affirm or may become fixtures. Information concerning otherwise maintain the existence and priority of the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of UCC Collateral created under this Deed of Trust. Grantor's chief executive office , if requested by Agent, shall also execute and principal place of business is deliver to Agent a Security Agreement covering the Grantor's address set forth in the first paragraph of this Deed of TrustUCC Collateral and containing such covenants, conditions and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, Beneficiary, agreements in addition or as a supplement 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable legal expenses and attorneys' fees) incurred or paid by Beneficiary those contained 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or as may be reasonably requested by Agent. Subject to the other Relevant Documents. terms and provisions of the Credit Agreement, upon an Event of Default, Grantor hereby irrevocably appoints Beneficiary as its attorney-in-factshall gather all of the Property which is Improvements, coupled with an interest, at a location designated by Agent for sale pursuant to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trustterms hereof.

Appears in 1 contract

Samples: Security Agreement (Emeritus Corp\wa\)

Security Agreement. This Grantor and Grantee agree that this Security Deed of Trust is both shall constitute a real property deed of trust and a "security agreement" agreement within the meaning of the Uniform Commercial Code. The Trust Property includes both real UCC with respect to all sums on deposit with the Grantee with respect to insurance proceeds or condemnation proceeds (“Deposits”) and with respect to any personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor fixtures included in the Trust Property. Grantor by executing definition herein of the word “Premises,” which property may not be deemed to form a part of the real estate described in Exhibit “A,” or may not constitute a “fixture” within the meaning of the UCC, and delivering this Deed all replacements of Trust has granted such property, substitutions and hereby grants additions thereto and the proceeds thereof, all such property being sometimes hereinafter collectively referred to Beneficiary, as security for the Obligations, “Collateral,” and that a security interest in the Trust Property and to the full extent Collateral and the Deposits is hereby granted to Grantee and the Deposits and all of Grantor’s right, title and interest therein are hereby assigned to Grantee, all to secure payment of the Indebtedness and to secure performance by Grantor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under this Security Deed, Grantee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Collateral in accordance with its rights and remedies with respect to the real property, in which event the default provisions of the UCC shall not apply. The parties agree that, in the event Grantee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days’ notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Grantee shall include, but not be limited to, reasonable attorneys’ fees and legal expenses incurred by Grantee. Grantor agrees that, without the written consent of Grantee, Grantor will not remove or permit to be removed from the Premises any of the Collateral except that so long as the Trust Property may Grantor is not in default hereunder, Grantor shall be permitted to sell or otherwise dispose of the Collateral, when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value to that disposed of and in such a manner so that said Collateral shall be subject to the Uniform Commercial Code (said portion security interest created hereby, and so that the security interest of Grantee shall be first in priority, it being expressly understood and agreed that all replacements of the Trust Property so Collateral and any additions to the Collateral shall be and become immediately subject to the Uniform Commercial Code being called in security interest of this paragraph the "COLLATERAL")Security Deed and covered hereby. Grantor hereby agrees with Beneficiary shall, from time to time, on request of Grantee, deliver to Grantee an inventory of the Collateral in reasonable detail. Grantor covenants and represents that all Collateral, and all replacements thereof, substitutions therefor or additions thereto, unless Grantee otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interests of others. Grantor shall, upon demand execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, Grantee such financing statements and other documents in form satisfactory to Grantee, and will do all such further assurances acts and things as Beneficiary Grantee may at anytime, or from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. All request or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in the necessary or appropriate to establish and maintain a first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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 Deposits and Collateral, and shall pay all expenses and fees in connection with subject to no liens (other than the filing and recording thereof. If Beneficiary shall require the filing lien of taxes not yet due or recording payable), encumbrances, or security interests of additional Uniform Commercial Code forms or continuation statements, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documentsothers. Grantor and Grantee intend to establish a perpetual or indefinite security interest in the Premises conveyed to secure the Indebtedness in accordance with . The Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, authorizes the Grantee to file with the appropriate public office on its behalf any UCC all financing statements (or related documentsincluding continuation statements and amendments) signed only by Beneficiary, as secured party, evidencing the security interest granted to the Grantee in connection with the Collateral covered by this Deed with all appropriate filing jurisdictions. For such purpose information concerning the debtor and the secured party is set forth below: Name of Debtor: Debtor’s Mailing Address: c/o Strategic Storage Trust, such appointment Inc., 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000 Debtor is an organization, being a limited liability company organized under the laws of Delaware. Debtor’s Organization Number: Address of Property: Name of Secured Party: ING Life Insurance and Annuity Company Address of Secured Party: c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Real Estate Law Department This financing statement covers the Collateral. Some of the items or types of property comprising the Collateral are or are to terminate become fixtures on the real property described in this Security Deed. Grantor is the record owner of the real property described herein upon which the release foregoing fixtures and other items and types of this Deed of Trustproperty are located.

Appears in 1 contract

Samples: Secure Debt and Security Agreement (Strategic Storage Trust, Inc.)

Security Agreement. This Deed of Trust is both a real property deed of trust and a "security agreement" within To the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property Pledged Estate may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to BeneficiaryUCC, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, Trust shall also constitute and serve as a "fixture filing" for “security agreement” on personal property within the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. Information concerning the meaning of, and shall constitute a first and prior 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by lawunder, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Pledged Estate which is subject to the UCC, including without limitation, the Personalty, Fixtures and Rents associated with the Project (collectively, the “Collateral”). Any notice To this end, the Debtor has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER unto the Secured Party a security interest in all of salethe Debtor’s right, disposition title and interest in to and under all of the other Pledged Estate not constituting real property under the laws of the State to secure the full and timely payment and the full and timely performance and discharge of the Bank Payments Obligations. Upon any default of the Debtor hereunder, the Secured Party, or other intended action by Beneficiary if the Secured Party directs the Trustee, at the direction of the Secured Party, shall be entitled to exercise with respect to the Collateral sent all of the rights and remedies set forth herein and in the Financing Documents or otherwise afforded to Grantor at least ten (10) business days prior to such action a secured party under the terms of the UCC, any or such notice as is otherwise required by law all of which remedies or the Relevant Documentsrights may be pursued and exercised concurrently, shall constitute commercially reasonable notice to Grantorconsecutively, alternatively or otherwise. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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 Debtor hereby authorizes the filing and recording thereof. If Beneficiary shall require the filing refiling of one or recording of additional Uniform Commercial Code forms or continuation statements, Grantor shall, promptly after request, execute, file more supplemental security agreements and record such Uniform Commercial Code forms or continuation financing statements as Beneficiary shall the Secured Party may from time to time require covering any property now or hereafter constituting a portion of the Pledged Estate securing the Bank Payments Obligations secured hereunder and such financing statements and other and further assurances as the Secured Party may request to perfect or evidence the security interest herein created and to particularize and identify the Collateral. The Debtor hereby authorizes the Secured Party to file such financing statement or statements pursuant to the UCC, without the signature of the Debtor, as the Secured Party may deem necessary, to perfect such interests or right in its favor. It is the intent of the Debtor and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, Secured Party that no such additional documents shall materially increase Grantor's obligations under this Deed of Trust or encumber all Personalty and Rents and as to all items contained in the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-factdefinition of Personalty and Rents which are included in the UCC, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral be covered by the security interests granted in this Deed Article VI and that all items contained in the definition of Trust, such appointment to terminate upon Personalty and Rents which are excluded from the release UCC be covered by the provisions of this Deed of TrustArticle II and Article VII hereof.

Appears in 1 contract

Samples: Security Agreement (Trex 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 Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by By executing and delivering this Deed of Trust Trust, Grantor has granted and hereby grants to Beneficiary, as security for the ObligationsDebt, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said such portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph Section the "COLLATERALCollateral"). Grantor represents, warrants and covenants that it has not previously granted, and it shall not in the future grant, any security interests under Article 9 of the Uniform Commercial Code in any of the Collateral. Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time, time reasonably consider necessary to create, perfect, and perfect or preserve Beneficiary's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this This Deed of Trust, upon being Trust shall also be effective as a financing statement covering any other property and may be filed for record in the real estate records any other appropriate filing or recording office. This Deed of the city or county wherein such fixtures are situated, Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. All or part of the Trust Property that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredoccur, 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, (Code including, without limitation, to the extent permitted by law, 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 or TrusteeBeneficiary, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiarythe Land. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable legal expenses and including Beneficiary's 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 Grantor in accordance with the provisions hereof at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of any Grantor, such Grantor shall notify Beneficiary thereof and, and promptly after request, 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, Grantor 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 materially increase Grantor's obligations under the Note, this Deed of Trust or and the other Relevant Loan Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.

Appears in 1 contract

Samples: Security Agreement and Fixture Filing (Equity Inns Inc)

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 Trust Property includes both real Borrower hereby authorizes Lender to file with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Lender may reasonably require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Borrower agrees to furnish Lender with notice of any change in the name, identity, organizational structure of Borrower within ten (10) days of the effective date of any such change. Upon the occurrence and personal property and all other during the continuance of any Event of Default, Lender shall have the rights and interests, whether tangible or intangible remedies as prescribed in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situatedas prescribed by general law, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, Beneficiary, in addition to as prescribed by 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 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 thereon at the Default Interest Rate from the due date until actually paid by Borrower, shall be paid by Borrower within ten (10) days of Lender’s demand and shall be secured by this Deed of Trust and by all of the other Loan Documents securing all or any part of the Debt. Upon the occurrence and during the continuance of any Event of Default, Lender shall have the right to enter upon the Premises and the Improvements or any real property where any of the property which is the subject of the security interest granted herein is located to take possession of, assemble and collect the same, or Borrower, upon demand of Lender, shall assemble such property and make it available to 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 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 be 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. 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 be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a foreclosure sale as provided in Section 5.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 5.1(e). Furthermore, to the extent permitted by law, the right in conjunction with, in addition to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary in substitution for the care, protection rights and preservation of the Collateral). Upon request or demand of Beneficiary or Trustee, Grantor shall at its expense assemble the Collateral and make it remedies available to Beneficiary at a convenient place acceptable Lender pursuant to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after request, shall execute, file and record such applicable 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.Code:

Appears in 1 contract

Samples: Management Agreement (KBS Real Estate Investment Trust, 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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor, by executing and delivering this Deed of Trust has granted and hereby Mortgage grants to BeneficiaryMortgagee, as security for the ObligationsIndebtedness, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said such portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph PARAGRAPH 27 the "COLLATERAL"). Grantor Mortgagor hereby agrees with Beneficiary authorizes Mortgagee to execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such file financing statements (and such further assurances as Beneficiary may from time to time, reasonably consider necessary amendments thereto and continuations thereof) in order to create, perfect, preserve and preserve Beneficiary's continue the security interest interest(s) herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such and shall cover all items of the Trust Property Collateral that is are or may are to become fixtures. Information concerning the security interest interest(s) herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustMortgagee upon request. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place reasonably acceptable to BeneficiaryMortgagee. Grantor Loan No. 6518291 Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Mortgagor in accordance with the provisions hereof at least ten five (105) business days prior to such sale, disposition or action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Indebtedness in such priority and proportions as Beneficiary shall determine Mortgagee in its sole discretiondiscretion shall deem proper. In the event Mortgagor shall notify Mortgagee of any change in name, identity or structure of GrantorMortgagor, Grantor shall notify Beneficiary thereof and, promptly after request, shall execute, and Mortgagor hereby expressly authorizes Mortgagee to file and record record, at its 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, Grantor 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 materially increase Grantor's the obligations of Mortgagor under the Note, this Deed of Trust Mortgage or the other Relevant Loan Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary as its grants to Mortgagee an irrevocable power of attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: Rents and Security Agreement (Inland Western Retail Real Estate Trust Inc)

Security Agreement. This Deed Customer agrees that Cummins retains all statutory lien rights. To secure payment, Customer grants Cummins a Purchase Money Security Interest in the Equipment. If any portion of Trust the balance is both a real property due to be paid following delivery, Customer agrees to execute and deliver such security agreement, financing statements, deed of trust and such other documents as Cummins may request from time to time in order to permit Cummins to obtain and maintain a "security agreement" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a perfected security interest in the Trust Property to Equipment; or in the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion alternative, Customer grants Cummins a power of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary attorney to execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such file all financing statements and such further assurances as Beneficiary other documents needed to perfect this security interest. Cummins may from time 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 timefile this form or a UCC-1 in any way affect, reasonably consider necessary to createalter, perfector invalidate any term, and preserve Beneficiary's provision, obligation or liability under this Agreement. The security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, shall be superseded if Customer and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute Cummins enter into a "fixture filing" separate security agreement for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixturesEquipment. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, Beneficiary, in addition Prior 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the full payment of the Obligations balance due, Equipment will be kept at Customer’s location noted in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in namethis Agreement, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after request, shall execute, file and record such Uniform Commercial Code forms as are necessary will not be moved without prior notice to maintain the priority of Beneficiary's lien upon and security interest in the CollateralCummins, and is subject to inspection by Cummins at all reasonable times. CANCELLATION; CHARGES 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, Grantor 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 materially increase Grantor's obligations under this Deed factory; (iii) 50% of Trust total order price if cancellation is received in Cummins’ office 60 or fewer days before the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with scheduled shipping date on the appropriate public order; or (iv) 100% of total order price if cancellation is received in Cummins’ office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with after the Collateral covered by this Deed of Trust, such appointment to terminate upon equipment has shipped from the release of this Deed of Trustmanufacturing plant.

Appears in 1 contract

Samples: agendalink.co.fort-bend.tx.us:8085

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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the Obligations, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor Mortgagor hereby agrees with Beneficiary Mortgagee to execute and deliver to BeneficiaryMortgagee, in form and substance 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. All or part of the Trust Mortgaged Property is or is to become "fixturesFIXTURES" as defined in the Uniform Commercial Code, and this Deed of TrustMortgage, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filingFIXTURE FILING" for the purposes of the Uniform Commercial Code upon such of the Trust Mortgaged Property that is or may become fixtures. 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. GrantorMortgagor's chief executive office and principal place of business is the GrantorMortgagor's address set forth in the first paragraph of this Deed of TrustMortgage, and the place where GrantorMortgagor's books and records in respect of where the Trust Mortgaged Property is located are kept is the address of Grantor Mortgagor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor Mortgagor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations in such priority and proportions as Beneficiary Mortgagee shall determine in its sole discretion. In the event of any change in name, identity or structure of GrantorMortgagor, Grantor Mortgagor shall notify Beneficiary Mortgagee thereof and, promptly after 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, Grantor 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 materially increase GrantorMortgagor's obligations under this Deed of Trust Mortgage or the other Relevant Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of TrustMortgage, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: Discovery Zone Inc

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Security Agreement. This Deed You as BORROWER/DEBTOR, to secure repayment of Trust is both the monetary sums evidenced by the Promissory Note above, and this Loan Agreement, do grant to us as LENDER/SECURED PARTY, pursuant to the laws of the State of New Mexico, a real property deed of trust Security Interest in and a "security agreement" within lien upon the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property vehicle set forth above, and all other rights accessions thereto, and interests, whether tangible or intangible in nature, all proceeds thereof which act as Security for the full repayment of Grantor in sums advanced by Secured Party pursuant to the Trust PropertyLoan Agreement and Promissory Note. Grantor by executing and delivering this Deed of Trust has granted and hereby grants You have further grant to BeneficiaryLENDER, as security for under the ObligationsNew Mexico Code of Insurance, a an assignment and security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion all proceeds of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiaryinsurance or refunds of unearned premiums, in form and substance satisfactory to Beneficiaryor both, 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, respecting any and all rights policies of, insurance assuring against the loss and/or total destruction of the Security to assure your repayment of the monetary sums advanced to you by XXXXXX. At all times that monetary sums remain due and remedies granted unpaid, you agree to a secured party upon default under maintain insurance on the Uniform Commercial CodeSecurity and that the Security shall not be removed from the State of New Mexico. By this Security Agreement, (includingyou , without limitationhereby expressly grant to LENDER, as Secured Party, in the event of Default, pursuant to the extent permitted by law, the right to take possession Promissory Note or any of the Collateral or any part thereof, terms and to take such other measures as Beneficiary may deem necessary for the care, protection and preservation conditions of the Collateral). Upon request or demand Loan Agreement, an irrevocable right of Beneficiary or Trustee, Grantor shall at its expense assemble Secured Party to physically repossess the Collateral and make it available Security to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretionallow foreclosure upon Secured Party’s lien. In the event of any change in namesuch repossession, identity or structure you hereby expressly grant to Secured Party the absolute right to liquidate the Security andUPON LIQUIDATION YOU SHALL RECEIVE ANY EXCESS PROCEEDS OF LIQUIDATION AFTER DEDUCTION FOR FULL PAYMENT TO LENDER OF PRINCIPAL AMOUNT OF THE LOAN, ACCRUED AND UNPAID INTEREST DUE LENDER PURSUANT TO THE PROMISSORY NOTE AND FORECLOSURE COST OF PUBLIC SALE INCLUDING ALL COST AND ATTORNEY’S FEES INCURRED. You further grant to LENDER your Power of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorneyAttorney-in-fact, coupled with an interest, Fact to file allow XXXXXX full authority to perfect its lien upon the title to the Security with the appropriate public office on its behalf State of New Mexico, Department of Motor Vehicles. You expressly warrant and promise that until such time as the LOAN has been fully repaid you will not attempt to or seek to obtain a duplicate title to the Security which you continue to own, YOU, AS DEBTOR, WILL AT ALL TIMES THE LOAN IS OUTSTANDING AND UNTIL A FORECLOSURE UPON THE SECURED PARTY’S LIEN, BE THE LEGAL OWNER OF THE VEHICLE PURSUANT TO THE LAWS OF THE STATE OF NEW MEXICO. This contact and any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release remedies available for breach of this Deed contract shall be governed by the laws of Trust.the State of New Mexico. DO NOT SIGN THIS AGREEMENT BEFORE YOU HAVE READ IT OR IF IT CONTAINS ANY BLANK SPACES. YOU WILL RECIVE A COMPLETED COPY OF THIS DOCUMENT. I, the undersigned, have carefully read the terms and conditions of this agreement and agree to them. X XXXXXX’S SIGNATURE XXXXXXXX’S SIGNATURE

Appears in 1 contract

Samples: Loan Agreement

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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Borrower in the Trust Property. Grantor Borrower by executing and delivering this Deed of Trust Security Instrument has granted and hereby grants to BeneficiaryLender, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERALCollateral"). Grantor Borrower hereby agrees with Beneficiary Lender to execute and deliver to BeneficiaryLender, in form and substance 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, reasonably consider necessary to create, perfect, and preserve BeneficiaryLender's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Security Instrument shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. All or part of the Trust Property that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustSecurity Instrument. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeLender, Grantor Borrower shall at its expense assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Grantor Borrower shall pay to Beneficiary Lender on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Borrower in accordance with the provisions hereof at least ten five (105) business days prior to XXXXXX GUARANTY TRUST COMPANY such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Lender to the payment of the Obligations in such priority and proportions as Beneficiary shall determine Lender in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Borrower, Grantor such Borrower shall notify Beneficiary thereof andLender thereof, and promptly after request, 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, Grantor 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 materially increase GrantorBorrower's obligations under the Note, this Deed of Trust or Security Instrument and the other Relevant Other Loan Documents. Grantor Borrower hereby irrevocably appoints Beneficiary Lender as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryLender, as secured partyBorrower's attorney-in-fact, in connection with the Collateral covered by this Deed of TrustSecurity Instrument. Notwithstanding the foregoing, Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Property and any interest or right therein, whether such appointment proceeding effects title or any other rights in the Property (and in conjunction therewith, Borrower shall fully cooperate with Lender in the event Lender is a party to terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 1 contract

Samples: Trust and Security Agreement (First Potomac Realty Trust)

Security Agreement. This Deed Mortgage is intended to be a security agreement and fixture filing pursuant to the UCC. Mortgagor hereby grants a security interest in favor of Trust Mortgagee in and to (i) other than Leased Personalty, any and all personal property owned by Mortgagor and described in the Granting Clauses hereof which, under applicable law, may be subject to a security interest pursuant to the UCC and which is both a real property deed of trust and a "security agreement" within the meaning not herein effectively made part of the Uniform Commercial CodeReal Estate, and (ii) any and all of the Mortgaged Property which are fixtures under applicable law and may be subject to a security interest under the UCC, to the fullest extent that a security interest may be granted therein under the UCC or applicable law, and in all additions to, substitutions for and proceeds of any of the foregoing, other than Leased Personalty, for the purpose of securing all Indebtedness and the Obligations of Mortgagor now or hereafter secured by this Mortgage. The Trust Property includes both real Mortgagor agrees to execute and personal deliver financing and continuation statements covering the property described in clauses (i) and (ii) above from time to time and in such form as is required by applicable law to perfect and continue the perfection of Mortgagee's lien or security interest with respect to such property and, in the event that Mortgagor shall fail to execute and deliver any such financing or continuation statement promptly after demand therefor by Mortgagee, Mortgagor hereby irrevocably authorizes Mortgagee to file such financing and continuation statements on behalf of Mortgagor. Mortgagor shall pay all reasonable and customary costs of filing such statements and renewals and releases thereof and shall pay all reasonable costs and expenses of any record searches for financing statements Mortgagee may reasonably require. Mortgagee shall have the rights and remedies of a secured party under the UCC, as well as all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering remedies available under this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by lawMortgage, the right to take possession of the Collateral other Loan Documents 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 otherwise at law or demand of Beneficiary or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable legal expenses and attorneys' fees) incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder equity with respect to the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trustproperty.

Appears in 1 contract

Samples: Mortgage, Security Agreement (Urban Shopping Centers Inc)

Security Agreement. (a) This Deed of Trust is both a real property deed Deed of trust Trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Trustor in the Trust Property. Grantor Trustor, by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the ObligationsIndebtedness, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said such portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph Paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to Trustor shall execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time, reasonably consider necessary request in order to create, perfect, and preserve Beneficiary's the security interest interest(s) herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this This Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such and shall cover all items of the Trust Property Collateral that is are or may are to become fixtures. Information concerning the security interest interest(s) herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustBeneficiary upon request. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 or TrusteeBeneficiary, Grantor Trustor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor Trustor shall pay to Beneficiary on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable including legal expenses and attorneys' fees) fees and disbursements, reasonably incurred or paid by Beneficiary 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 or Trustee with respect to the Collateral sent to Grantor Trustor in accordance with the provisions hereof at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorTrustor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations Indebtedness in such priority and proportions as Beneficiary shall determine in its sole discretiondiscretion shall deem proper. In the event Trustor shall notify Beneficiary and Trustee of any change in name, identity or structure of Grantor, Grantor Trustor and shall notify Beneficiary thereof and, promptly after request, shall execute, file and record record, at its sole cost and expense, such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary's the lien of Beneficiary and Trustee upon and security interest in the Collateral. In addition, and Trustor 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, Grantor shall, promptly after request, execute, file and record such additional Uniform Commercial Code forms or continuation statements as Beneficiary or Trustee 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 materially increase Grantor's the obligations of Trustor under the Note, this Deed of Trust or the other Relevant Loan Documents. Grantor Trustor hereby irrevocably appoints grants to Beneficiary as its and Trustee an irrevocable power of attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryBeneficiary or Trustee, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.

Appears in 1 contract

Samples: And Security Agreement (Mid America Capital Partners L P)

Security Agreement. This Deed of Trust Mortgage is both a real property deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants intended to Beneficiary, as security for the Obligations, be a security interest in the Trust Property to the full extent that the Trust Property may be subject agreement pursuant to the Uniform Commercial Code as enacted in the State of Indiana (said portion "U.C.C.") for any of the Trust Property so property and fixtures described on pages 1 and 2 hereof which may be subject to a security interest pursuant to the Uniform Commercial Code being called U.C.C., and Mortgagor hereby grants to Mortgagee a security interest in this paragraph said property and fixtures, whether said property is now existing or hereafter acquired, together with replacements, replacement parts, additions, repairs and accessories incorporated therein or affixed thereto and, if sold or otherwise disposed of, the "COLLATERAL")proceeds (including insurance proceeds) thereof. Grantor Mortgagor hereby agrees with Beneficiary authorizes Mortgagee to execute prepare and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such file U.C.C. financing statements covering said property and such further assurances as Beneficiary may fixtures from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable legal expenses and attorneys' fees) incurred or paid by Beneficiary in protecting the interest in the Collateral time and in enforcing the rights hereunder with respect such form as Mortgagee may require to the Collateral. Any notice of sale, disposition perfect or other intended action by Beneficiary with respect to the Collateral sent to Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after request, shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of BeneficiaryMortgagee's lien upon security interest with respect to said property and fixtures, and Mortgagor shall bear all costs thereof, including all U.C.C. searches reasonably required by Mortgagee. Mortgagor will not create or suffer to be created any other security interest in said property and fixtures, including replacements thereof and additions thereto. Upon the Collateraloccurrence of any Event of Default as set forth in Section 18 hereof, and Mortgagee shall pay all expenses and fees have the remedies of a secured party under the U.C.C. and, at Mortgagee's option, may also invoke the remedies provided in connection Section 19 hereof with the filing and recording thereofrespect to such property. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statementsEXCEPT AS PROVIDED IN SECTION 26(C), Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements THE MAXIMUM AMOUNT OF PRINCIPAL DEBT OR PRINCIPAL OBLIGATION (or related documentsNOT INCLUDING PROTECTIVE ADVANCES OR INTEREST) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustWHICH IS SECURED BY THIS MORTGAGE AT THE DATE OF EXECUTION HEREOF OR THEREAFTER IS $5,000,000.00.

Appears in 1 contract

Samples: Security Agreement (Glimcher Realty Trust)

Security Agreement. This Grantor and Beneficiary agree that this Deed of Trust is both shall constitute a real property deed of trust and a "security agreement" agreement within the meaning of the Uniform Commercial Code. The Trust Property includes both real UCC with respect to all sums on deposit with the Beneficiary with respect to insurance proceeds or condemnation proceeds (“Deposits”) and with respect to any personal property and fixtures included in the definition herein of the word “Premises”, which property may not be deemed to form a part of the real estate described in Exhibit “A” or may not constitute a “fixture” within the meaning of the UCC, and all other replacements of such property, substitutions and additions thereto and the proceeds thereof, all such property being sometimes hereinafter collectively referred to as the “Collateral”, and that a security interest in and to the Collateral and the Deposits is hereby granted to Beneficiary and the Deposits and all of Grantor’s right, title and interest therein are hereby assigned to Beneficiary, all to secure payment of the Indebtedness and to secure performance by Grantor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under this Deed of Trust, Beneficiary, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Collateral in accordance with its rights and interestsremedies with respect to the real property, whether tangible or intangible in naturewhich event the default provisions of the UCC shall not apply. The parties agree that, of Grantor in the Trust Propertyevent Beneficiary shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days’ notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Beneficiary shall include, but not be limited to, reasonable attorneys’ fees and legal expenses incurred by Beneficiary. Grantor by executing agrees that, without the written consent of Beneficiary, Grantor will not remove or permit to be removed from the Premises any of the Collateral except that so long as the Grantor is not in default hereunder, Grantor shall be permitted to sell or otherwise dispose of the Collateral, when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value of that disposed of and delivering in such a manner so that said Collateral shall be subject to the security interest created hereby, and so that the security interest of Beneficiary shall be first in priority, it being expressly understood and agreed that all replacements of the Collateral and any additions to the Collateral shall be and become immediately subject to the security interest of this Deed of Trust has granted and hereby grants covered hereby. Grantor shall, from time to time, on request of Beneficiary, as security for the Obligations, a security interest in the Trust Property deliver to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion Beneficiary an inventory of the Trust Property so subject to the Uniform Commercial Code being called Collateral in this paragraph the "COLLATERAL")reasonable detail. Grantor hereby agrees with covenants and represents that all Collateral, and all replacements thereof, substitutions therefor or additions thereto, unless Beneficiary to otherwise consents, now are and will be free and clear of liens (other than the lien of taxes not yet due or payable), encumbrances or security interests of others. Grantor shall, upon demand execute and deliver to Beneficiary, Beneficiary such financing statements and other documents in form and substance satisfactory to Beneficiary, and will do all such financing statements acts and such further assurances things as Beneficiary 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 first perfected security interest herein grantedin the Deposits and Collateral, subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interests of others. All or part This Deed of Trust also constitutes a financing statement for the purpose of the Trust Property is or is to become "fixtures" as defined in UCC and shall constitute a “fixture filing” under such statutes and under the Uniform Commercial Code, fixture filing provisions and this Deed of Trust, upon being shall be filed for record in the real estate records of the city or county wherein County in which the Land is located. For such fixtures are situatedpurpose, Grantor shall also constitute a "fixture filing" for be deemed to be the purposes “Debtor” and Beneficiary shall be deemed to be the “Secured Party” and the name and address of the Uniform Commercial Code upon such Debtor and the Secured Party are as set forth below: Name of Debtor: IIT Hagerstown Distribution Center LLC Debtor’s Mailing Address: IIT Hagerstown Distribution Center LLC c/o Industrial Income Trust Inc. 000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 Attention: Xx. Xxxxxx X. Minnick Address of Premises: 00000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 Name of Secured Party: ING USA Annuity and Life Insurance Company Address of Secured Party: ING USA Annuity and Life Insurance Company c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, XX, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000-0000 Attention: Real Estate Law Department This financing statement covers the Collateral. Some of the Trust Property that is items or may types of property comprising the Collateral are or are to become fixtures. Information concerning fixtures on the security interest herein granted may be obtained from the parties at the addresses of the parties set forth real property described in the first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business Grantor is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, the right to take possession record owner of the Collateral or any part thereof, real property described herein upon which the foregoing fixtures and to take such other measures as Beneficiary may deem necessary for the care, protection items and preservation types of the Collateral). Upon request or demand of Beneficiary or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after request, shall execute, file and record such Uniform Commercial Code forms as property 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documentslocated. Grantor hereby irrevocably appoints represents and warrants to Beneficiary, and covenants and agrees with Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.follows:

Appears in 1 contract

Samples: Industrial Income Trust Inc.

Security Agreement. 2.15.1 This Deed of Trust is both shall also be a real property deed of trust security agreement between Grantor and a "security agreement" within Beneficiary covering the meaning of the Uniform Commercial Code. The Trust Encumbered Property includes both real and constituting personal property and all other rights and interests, whether tangible or intangible fixtures (hereinafter collectively called "UCC Collateral") governed by the UCC in nature, of Grantor effect in the Trust Property. Grantor by executing and delivering State as the same may be more specifically set forth in any financing statement delivered in connection with this Deed of Trust has granted Trust, and as further security for the payment and performance of the Obligations, Grantor hereby grants to Beneficiary, as security for the Obligations, Beneficiary a security interest in such portion of the Trust Encumbered Property to the full extent that the Trust Encumbered Property may be subject to the Uniform Commercial Code (said portion UCC. In addition to Beneficiary's other rights hereunder, Beneficiary shall have all rights of a secured party under the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL")UCC. Grantor hereby agrees with Beneficiary to shall execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such Beneficiary all financing statements and such further assurances as Beneficiary that may from time be required to timeestablish, reasonably consider necessary to create, perfect, perfect (to the extent the same can be achieved by the filing of a financing statement) and preserve maintain the validity and priority of Beneficiary's security interest herein grantedinterests, and Grantor shall bear all reasonable costs thereof, including all UCC searches. All or part Except as otherwise provided in the Secured Debt Documents, if Beneficiary should dispose of any of the Trust Encumbered Property is or is comprising the UCC Collateral pursuant to become "fixtures" as defined the UCC, ten (10) days prior written notice by Beneficiary to Grantor shall be deemed to be reasonable notice; provided, however, Beneficiary may dispose of such property in accordance with the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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 foreclosure procedures of this Deed of TrustTrust in lieu of proceeding under the UCC. Beneficiary may, but shall not be obligated to, from time to time execute and deliver at Grantor's chief executive office expense, all continuation statements, termination statements, amendments, partial releases, or other instruments relating to all financing statements by and principal place of business is the Grantor's address set forth between Grantor and Beneficiary. Except as otherwise provided in the first paragraph of this Deed of TrustSecured Debt Documents, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If if an Event of Default shall occur which shall remain uncuredand is continuing, (a) Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demanddemand to the extent permitted by law, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, (UCC including, without limitation, to limiting the extent permitted by lawgenerality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as Beneficiary may deem be necessary for the care, protection and preservation of the Collateral). Upon such collateral and (b) upon request or demand of Beneficiary or TrusteeBeneficiary, Grantor shall at its expense expense, assemble the UCC Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor demand, any and all expenses, including reasonable expenses (including, without limitation, reasonable legal expenses and attorneys' fees) fees and disbursements incurred or paid by Beneficiary in protecting the interest in the UCC Collateral and in enforcing the rights hereunder with respect to the such UCC Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.

Appears in 1 contract

Samples: Rents and Security Agreement (Calpine Corp)

Security Agreement. (a) This Deed of Trust is both Mortgage shall constitute a real property deed of trust and a "security agreement" within agreement pursuant to the meaning Code for any portion of the Uniform Commercial Code. The Trust Property includes both real which, under applicable law, may be subject to a security interest pursuant to the Code (such portion of the Property is hereinafter called the "PERSONAL PROPERTY") and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and Borrower hereby grants to Beneficiary, as security for the Obligations, Lender a security interest in the Trust Property Personal Property. With respect to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion Personal Property, Lender shall have all of the Trust Property so subject to rights and remedies of a secured party under the Uniform Commercial Code being called as well as all other rights and remedies available at law or in this paragraph the "COLLATERAL")equity. Grantor hereby (b) Borrower agrees with Beneficiary to execute and deliver to BeneficiaryLender any financing statements, as well as extensions, renewals and amendments thereof, and reproductions of this Mortgage in such form as Lender may require to perfect a security interest with respect to the Personal Property if and substance satisfactory to Beneficiarythe extent Borrower's signature is required under the terms of the Code. Borrower hereby authorizes and empowers Lender and irrevocably appoints Lender its agent and attorney-in-fact to execute and file or to file without Borrower's signature, on Borrower's behalf, all financing statements and refilings and continuations thereof as Lender deems necessary or advisable to create, preserve and protect such lien if Borrower fails upon request to do so or there is an Event of Default outstanding hereunder. Borrower shall pay all costs of filing such financing statements and such further assurances as Beneficiary may from time to timeany extensions, reasonably consider necessary to createrenewals, perfectamendments and releases thereof, and preserve Beneficiary's shall pay all reasonable costs and expenses of any record searches for financing statements as Lender may reasonably require. (c) Except as otherwise expressly provided herein, Borrower shall not, without the prior written consent of Lender, sell, assign, transfer, encumber, remove or permit to be removed from the Property any of the Personal Property. So long as no Event of Default exists, Borrower may sell or otherwise dispose of the Personal Property when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Property, but only upon replacing the same with other Personal Property at least equal in value and utility to the disposed Personal Property. Any replacement or substituted Personal Property shall be subject to the security interest herein grantedgranted herein. All (d) To the extent permitted by law, Borrower and Lender agree that with respect to all items of Personal Property which are or part of will become fixtures on the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial CodeLand, and this Deed of TrustMortgage, upon being filed for record recording or registration in the real estate records of the city or county wherein such fixtures are situatedproper office, shall also constitute a "fixture filing" for within the purposes meaning of the Uniform Commercial Code upon such of the Trust Property that is or may become fixturesCode. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust15.

Appears in 1 contract

Samples: Real Property Mortgage With Power of Sale and Security Agreement (Emeritus Corp\wa\)

Security Agreement. This Deed Mortgagor and Mortgagee agree that this Mortgage shall constitute a security agreement within the meaning of Trust is both the UCC with respect to all sums on deposit with the Mortgagee with respect to insurance proceeds or condemnation proceeds ("Deposits") and with respect to any personal property and fixtures included in the definition herein of the word "Premises", which property may not be deemed to form a part of the real property deed of trust and estate described in Exhibit "A" or may not constitute a "security agreementfixture" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property UCC, and all other rights replacements of such property, substitutions and interestsadditions thereto and the proceeds thereof, whether tangible or intangible in natureall such property being sometimes hereinafter collectively referred to as the "Collateral", of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, that a security interest in the Trust Property and to the full extent Collateral and the Deposits is hereby granted to Mortgagee and the Deposits and all of Mortgagor's right, title and interest therein are hereby assigned to Mortgagee, all to secure payment of the Indebtedness and to secure performance by Mortgagor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under this Mortgage, Mortgagee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Collateral in accordance with its rights and remedies with respect to the real property, in which event the default provisions of the UCC shall not apply. The parties agree that, in the event Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days' notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys' fees and legal expenses incurred by Mortgagee. Mortgagor agrees that, without the written consent of Mortgagee, Mortgagor will not remove or permit to be removed from the Premises any of the Collateral except that so long as the Trust Property may Mortgagor is not in default hereunder, Mortgagor shall be permitted to sell or otherwise dispose of the Collateral, when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value to that disposed of and in such a manner so that said Collateral shall be subject to the Uniform Commercial Code (said portion security interest created hereby, and so that the security interest of Mortgagee shall be first in priority, it being expressly understood and agreed that all replacements of the Trust Property so Collateral and any additions to the Collateral shall be and become immediately subject to the Uniform Commercial Code being called security interest of this Mortgage and covered hereby. Mortgagor shall, from time to time, on request of Mortgagee, deliver to Mortgagee an inventory of the Collateral in this paragraph reasonable detail. Mortgagor covenants and represents that all Collateral, and all replacements thereof, substitutions therefor or additions thereto, unless Mortgagee otherwise consents, now are and will be free and clear of liens (other than the "COLLATERAL"lien of taxes not yet due or payable), encumbrances or security interests of others. Grantor hereby agrees with Beneficiary to Mortgagor shall, upon demand execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, Mortgagee such financing statements and other documents in form satisfactory to Mortgagee, and will do all such further assurances acts and things as Beneficiary Mortgagee may at anytime, 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 first perfected security interest herein grantedin the Deposits and Collateral, subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interests of others. All or part This Mortgage also constitutes a financing statement for the purpose of the Trust Property is or is to become UCC and shall constitute a "fixturesfixture filing" as defined in the Uniform Commercial Code, under such statutes and this Deed of Trust, upon being shall be filed for record in the real estate records of the city or county wherein County in which the Land is located. For such fixtures are situated, shall also constitute a "fixture filing" for purpose the purposes name and address of the Uniform Commercial Code upon such of debtor and the Trust Property that is or may become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties secured party are as set forth in the first paragraph below: Name of this Deed Debtor: Great Lakes REIT, L.P. Debtor's Mailing Address: Great Lakes REIT, L.P. c/o Great Lakes REIT 000 Xxxxxxxx Xxxxx Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Chief Financial Office Debtor's Taxpayer Identification Number: 00-0000000 Address of TrustProperty: See Schedule II attached hereto. Grantor's chief executive office and principal place Name of business is the Grantor's address set forth in the first paragraph Secured Party: Equitable Life Insurance Company of this Deed of TrustIowa, and the place where Grantor's books and records in respect Security Life of where the Trust Property is located are kept is the address Denver Insurance Company Address of Grantor set forth in the first paragraph Secured Party: Equitable Life Insurance Company of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, the right to take possession of the Collateral or any part thereofIowa, and to take such other measures as Beneficiary may deem necessary for the careSecurity Life of Denver Insurance Company c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, protection and preservation of the Collateral). Upon request or demand of Beneficiary or TrusteeXX, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (includingXxxxx 000 Xxxxxxx, without limitation, reasonable 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 Xxxxxxx 00000-0000 Attention: Real Estate Law Department This financing statement covers the Collateral. Any notice Some of sale, disposition the items or other intended action by Beneficiary with respect to types of property comprising the Collateral sent are or are to Grantor at least ten (10) business days prior to such action or such notice as become fixtures on the real property described in this Mortgage. Mortgagor is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition record owner of the Collateral, or any part thereof, may be applied by Beneficiary to real property described herein upon which the payment foregoing fixtures and other items and types of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after request, shall execute, file and record such Uniform Commercial Code forms as property 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trustlocated.

Appears in 1 contract

Samples: Mortgage, Security Agreement (Great Lakes Reit)

Security Agreement. (a) This Deed of Trust is both shall constitute a real property deed of trust and a "security agreement" within the meaning agreement with respect to all Collateral of the Uniform Commercial CodeGrantor now owned or hereafter acquired and located upon the Property and used in the operation and maintenance of the improvements. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, Beneficiary a security interest in the Trust Property Collateral including, without limitation, all boilers, all heating, air conditioning and ventilating components and systems, all lighting, electrical power, plumbing, sprinkler and water components and systems, all carpets, wall coverings, screens and drapes, all mechanical and hydraulic components and systems and all appliances (including stoves, ranges, refrigerators, disposals, dishwashers, washers and dryers, trash compactors and similar appliances) located on and used in connection with the operation or maintenance of the improvements. (b) With respect to those items of the Collateral which are or are to become fixtures related to the full Property, this Deed of Trust shall constitute a financing statement filed as a fixture filing. The lien upon fixtures granted herein and perfected hereby shall be in addition to and not in lieu of any lien upon fixtures acquired under real property law. Section 12. HAZARDOUS MATERIALS (a) Grantor represents and warrants that, to the best of Grantor's knowledge, after due inquiry and investigation, (i) There are no Hazardous Materials (hereinafter defined) on the property, except those in compliance with all applicable federal, state and local laws, ordinances, rules and regulations, and (ii) no owner or occupant nor any prior owner or occupant of the Property has received any notice or advice from any governmental agency or any source whatsoever with respect to Hazardous Materials on, from or affecting the Property. Grantor covenants that the Property shall be kept free of Hazardous Materials, and neither Grantor nor any occupant of the Property shall use, transport, store, dispose of or in any manner deal with Hazardous Materials on the Property, except to the extent that such use, transport, storage or disposal shall be necessary and proper for the Trust Grantor to use the Property may be subject to and carry out the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined activities set forth in the Uniform Commercial Codeloan application, and commitment letter, if any, or any separate loan agreement or other agreement executed concurrently with this Deed of Trust, upon being filed for record provided that such use, transport, storage, disposal or handling of Hazardous Materials on the Property shall be in compliance with all applicable federal, state and local laws, ordinances, rules and regulations. Grantor shall not, without prior notice to Beneficiary, engage in any use or activity on the Property which results in initial use or increased use, as the case may be, of Hazardous Materials on the Property which were not disclosed to the Beneficiary or described in the real estate records loan application, commitment letter, if any, or separate loan agreement or other agreement executed concurrently with this Deed of Trust. Grantor shall comply with, and ensure compliance by all occupants of the city Property with all applicable federal, state and local laws, ordinances, rulers and regulations, and shall keep the Property free and clear of any liens imposed pursuant to such laws, ordinances, rules or county wherein such fixtures are situatedregulations. In the event that Grantor receives any notice or advice from any governmental agency or any source whatsoever with respect to Hazardous Materials on, from or affecting the Property, Grantor shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixturesimmediately notify Beneficiary. Information concerning the security interest herein granted may be obtained Grantor shall promptly conduct and complete all investigations, studies, sampling and testing, and all remedial actions necessary to clean up and remove all Hazardous Materials from the parties at Property in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. Grantor further covenants that it will promptly notify Beneficiary of any discharge or release of Hazardous Materials on, from or affecting the addresses Property or of any change in the parties nature or extent of any Hazardous Materials, substances or wastes maintained on, in or under the Property or used in connection therewith, and will transmit to Beneficiary copies of any citations, orders, notices or other communication received with respect to any other Hazardous Materials, substances, wastes or other environmentally regulated substances affecting the Property. The term "Hazardous Materials" as used in this Deed of Trust shall include, without limitation, gasoline, petroleum products, explosives, radioactive materials, polychlorinated biphenyls or related or similar materials, asbestos or asbestos-containing-materials or any other substance or material defined as a hazardous or toxic substance or material by any federal, state or local law, ordinance, rule, or regulation. Grantor's violation of any covenant, representation, or warranty within this Section shall be an Event of Default and Beneficiary may pursue all rights and remedies to which it is entitled as set forth in this Deed of Trust. (b) Grantor shall protect, defend, indemnify and save harmless Beneficiary and the first Trustee from and against all liabilities, obligations, claims, damages, penalties, causes of action, response and cleanup costs, and other costs and expenses (including without limitation reasonable attorneys' fees and expenses), imposed upon or incurred by or asserted against Trustee or Beneficiary by reason of (i) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release or threatened release of any Hazardous Materials (as defined above in this Section) on, from, or affecting the Property or any other property, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials; or (iv) any violation of laws, orders, regulations, requirements, or demands of government authorities which are based upon or in any way related to Hazardous Materials, including, but not limited to, the following laws: the Comprehensive Environmental Response, Compensation, and Liability Act the Resource Conservation and Recovery Act; the Clean Water Act; the Toxic Substances Control Act; Coastal Area Management Act, N.C. G. S. 113A-113 et seq; Solid Waste Management Act, N.C.G.S. 130A-290 et seq.; inactive Hazardous Sites Act, N.C.G.S. 138-310 et seq.; Water and Air Resources Act, N.C.G.S. Chapter 143, Article 21; Oil Pollution and Hazardous Substances Control Act, N.C.G.S. Chapter 143, Article 21A; Air Pollution Control Act, N.C.G.S. Chapter 143, Article 21B; and the Sedimentation Pollution Control Act of 1973, N.C.G.S. Chapter 113A, Article 4, including, without limitation, the costs and expenses of any remedial action, attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses. Any amounts payable to Trustee or Beneficiary by reason of the application of this paragraph shall be secured by this Deed of Trust and shall become immediately due and payable and shall bear interest at the rate of interest specified in the Note secured hereby from the date loss or damage is sustained by Beneficiary until paid. The obligations and liabilities of Grantor under this indemnification paragraph of the Deed of Trust shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure or delivery of a deed in lieu of foreclosure of this Deed of Trust. Grantor's chief executive office and principal place (c) Notwithstanding the description of business is the Grantor's address set forth Collateral contained in the first paragraph of this Deed of Trust, and the place where Grantor's books and records all Hazardous Materials (as defined in respect of where the Trust Property is located this Section) are kept is the address of Grantor set forth in the first paragraph of specifically excluded from Collateral subject to this Deed of Trust. If an Event of Default shall occur which shall remain uncured, Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demandIn addition, any and all rights underground storage tanks and remedies granted to a secured party upon default under piping located on the Uniform Commercial Code, Property described above are specifically (including, without limitation, to the extent permitted by law, the right to take possession Check one); XX included as part of the Collateral or any excluded as 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.

Appears in 1 contract

Samples: Trust and Security Agreement (Lucor Inc /Fl/)

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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Borrower in the Trust Property. Grantor Borrower by executing and delivering this Deed of Trust Security Instrument has granted and hereby grants to BeneficiaryLender and Trustee, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor Borrower hereby agrees with Beneficiary Lender to execute and deliver to BeneficiaryLender, in form and substance 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, reasonably consider necessary to create, perfect, and preserve BeneficiaryLender's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Security Instrument shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. All or part of the Trust Property that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustSecurity Instrument. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeLender, Grantor Borrower shall at its expense assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Grantor Borrower shall pay to Beneficiary Lender on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Borrower in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Lender to the payment of the Obligations in such priority and proportions as Beneficiary shall determine Lender in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Borrower, Grantor such Borrower shall notify Beneficiary thereof andLender thereof, and promptly after request, 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, Grantor 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 materially increase GrantorBorrower's obligations under the Note, this Deed of Trust or Security Instrument and the other Relevant Other Loan Documents. Grantor Borrower hereby irrevocably appoints Beneficiary Lender as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryLender, as secured partyBorrower's attorney-in-fact, in connection with the Collateral covered by this Deed of TrustSecurity Instrument. Notwithstanding the foregoing, Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Property and any interest or right therein, whether such appointment proceeding effects title or any other rights in the Property (and in conjunction therewith, Borrower shall fully cooperate with Lender in the event Lender is a party to terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 1 contract

Samples: Escrow Agreement (Sheldahl 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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor, by executing and delivering this Deed of Trust has granted and hereby Mortgage grants to BeneficiaryMortgagee, as security for the ObligationsIndebtedness, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said such portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph PARAGRAPH 27 the "COLLATERAL"). Grantor Mortgagor hereby agrees with Beneficiary authorizes Mortgagee to execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such file financing statements (and such further assurances as Beneficiary may from time to time, reasonably consider necessary amendments thereto and continuations thereof) in order to create, perfect, preserve and preserve Beneficiary's continue the security interest interest(s) herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such and shall cover all items of the Trust Property Collateral that is are or may are to become fixtures. Information concerning the security interest interest(s) herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustMortgagee upon request. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place reasonably acceptable to BeneficiaryMortgagee. Grantor Loan No. 6518370 Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Mortgagor in accordance with the provisions hereof at least ten five (105) business days prior to such sale, disposition or action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Indebtedness in such priority and proportions as Beneficiary shall determine Mortgagee in its sole discretiondiscretion shall deem proper. In the event Mortgagor shall notify Mortgagee of any change in name, identity or structure of GrantorMortgagor, Grantor shall notify Beneficiary thereof and, promptly after request, shall execute, and 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, Grantor 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 materially increase Grantor's the obligations of Mortgagor under the Note, this Deed of Trust Mortgage or the other Relevant Loan Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary as its grants to Mortgagee an irrevocable power of attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: Mortgage (Inland Western Retail Real Estate Trust Inc)

Security Agreement. This Deed If any portion of Trust the Property is both of a real property deed nature so that a security interest therein can be perfected under the Uniform Commercial Code ("personalty"), this Mortgage shall also constitute a Security Agreement and Borrower agrees t join with Lender in the execution of trust and a "any financing statements that may be required for the perfection or renewal of such security agreement" within the meaning of interest under the Uniform Commercial Code. The Trust Personalty shall be kept in its present locations and will not be removed from the Property includes both real without the written consent of Lender, and personal property and all in addition to the other rights and interests, whether tangible or intangible in nature, of Grantor remedies in the Trust Property. Grantor by executing event of default provided for herein, Lender shall have, and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may exercise from time to time, reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 of a secured party upon default under the Uniform Commercial CodeCode and any and all rights and remedies available to Lender under any other applicable law and, (including, without limitation, to the extent permitted by law, 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 upon request or demand of Beneficiary or TrusteeLender, Grantor shall Borrower shall, at its Borrower's expense assemble the Collateral Personalty and make it available to Beneficiary t Lender at a the convenient place acceptable to BeneficiaryLender. Grantor Lender will give Borrower reasonable notice of the time and place of any public sale of the Personalty or of the time on which any private sale and any other intended deposition is to be made. The requirements of reasonable notice shall pay be met if notice is mailed, postage prepaid, to Beneficiary on demand therefor any the Borrower at the address of the Property, at least five (5) days before the time of the sale or disposition. Expenses of retaking, holding, preparing for sale, selling or the like, shall include, whether in judicial proceedings, including Bankruptcy court and appellate proceedings, or whether out of court, a reasonable attorney's fees and all reasonable expenses (including, without limitation, reasonable other legal expenses incurred by Lender. Personalty shall exclude xxxxxxng, furniture, appliances, linens, china, crockery, kitchenware and attorneys' feespersonal effects of Borrower and Borrower's dependents ("Household Xxxxx") incurred or paid by Beneficiary in protecting unless the interest in Household Goods are purchased with 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied loan evidenced by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustNote.

Appears in 1 contract

Samples: Mortgage and Security Agreement (Cuidao Holding Corp)

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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor 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 xxxx rights and (iii) copyrights, together with the goodwill appurtenant to such Collateral, as security for applicable. The provisions of the ObligationsIP 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 Trust Property such Collateral created hereby. Each Grantor represents and warrants to the full extent Secured Parties that the Trust 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 Trust 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 paragraph 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"). PTO or Copyright Office, as applicable, except for those copyrights with respect to which such Grantor hereby agrees with Beneficiary 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 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. All or part for the benefit of the Trust Property is or is Secured Parties, modified to become "fixtures" as defined in the Uniform Commercial Code, reflect such subsequent acquisitions and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trustregistrations.

Appears in 1 contract

Samples: Security Agreement (Athenahealth 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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the ObligationsDebt, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this This Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, Trust shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. As such, this Deed of Trust covers all items of the Trust Property Collateral that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 or TrusteeBeneficiary, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable legal expenses and including attorneys' fees) fees 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 sent to Grantor in accordance with the provisions hereof at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of any Grantor, such Grantor shall notify Beneficiary thereof and, and promptly after request, 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, Grantor 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 materially increase Grantor's obligations under the Note, this Deed of Trust or and the other Relevant Loan Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.

Appears in 1 contract

Samples: And Security Agreement (Horizon Group 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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the Obligations, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor Mortgagor hereby agrees with Beneficiary Mortgagee to execute and deliver to BeneficiaryMortgagee, in form and substance 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. All or part of the Trust Mortgaged Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of TrustMortgage, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Mortgaged Property that is or may become fixtures. 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. GrantorXxxxxxxxx's chief executive office and principal place of business is the GrantorMortgagor's address set forth in the first paragraph of this Deed of TrustMortgage, and the place where GrantorXxxxxxxxx's books and records in respect of where the Trust Mortgaged Property is located are kept is the address of Grantor Mortgagor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor Mortgagor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations in such priority and proportions as Beneficiary Mortgagee shall determine in its sole discretion. In the event of any change in name, identity or structure of GrantorMortgagor, Grantor Xxxxxxxxx shall notify Beneficiary Mortgagee thereof and, promptly after 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, Grantor 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 materially increase GrantorMortgagor's obligations under this Deed of Trust Mortgage or the other Relevant Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of TrustMortgage, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: Discovery Zone Inc

Security Agreement. This Deed of Trust Mortgage is both a real property deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the ObligationsDebt, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERALCollateral"). Grantor Mortgagor hereby agrees with Beneficiary Mortgagee to execute and deliver to BeneficiaryMortgagee, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. As such, this Mortgage covers all items of the Trust Property Collateral that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable legal expenses and including attorneys' fees) fees and disbursements, 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 Grantor Mortgagor in accordance with the provisions hereof at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine Mortgagee in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Mortgagor, Grantor such Mortgagor shall notify Beneficiary Mortgagee thereof and, and promptly after request, 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, Grantor 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 materially increase GrantorMortgagor's obligations under the Note, this Deed of Trust or Mortgage and the other Relevant Loan Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: And Security Agreement (Prime Retail Inc)

Security Agreement. This Deed of Trust Mortgage is both a real property mortgage/deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the Obligations, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERALCollateral"). Grantor Mortgagor hereby agrees with Beneficiary Mortgagee to execute and deliver to BeneficiaryMortgagee, in form and substance 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. All Mortgagor shall keep all of its Equipment now held or part subsequently acquired by it at the location specified on Exhibit A hereto, unless Mortgagor shall have given to Mortgagee prior written notice thereof and shall have in advance of the Trust Property is such establishment of a new location executed and caused to be filed and/or delivered to Mortgagee any additional financing statements or is other documents required by Mortgagee in order to become "fixtures" as defined perfect, protect and preserve Mortgagee's security interest with respect to any Equipment described or referred to herein, all in the Uniform Commercial Code, form and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, substance satisfactory to Mortgagee. This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. All or part of the Trust Mortgaged Property that is or may is to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee, at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor Mortgagor in accordance with the provisions of the Loan Agreement at least ten (10) business days Business Days prior to such action or such notice as is otherwise required by law or the Relevant DocumentsLoan Agreement, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretionrequired by the Loan Agreement. In the event of any change in name, identity or structure of GrantorMortgagor, Grantor Mortgagor shall notify Beneficiary Mortgagee thereof and, promptly after request, shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of BeneficiaryMortgagee's and 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, Grantor 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 materially increase GrantorMortgagor's obligations under this Deed of Trust Mortgage or the other Relevant Loan Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing financial or other statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: Echelon International Corp

Security Agreement. This Deed of Trust Mortgage is both a real property deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the ObligationsDebt, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor Mortgagor hereby agrees with Beneficiary Mortgagee to execute and deliver to BeneficiaryMortgagee, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. As such, this Mortgage covers all items of the Trust Property Collateral that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable legal expenses and including attorneys' fees) fees and disbursements, 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 Grantor Mortgagor in accordance with the provisions hereof at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine Mortgagee in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity or structure of Grantorany Mortgagor, Grantor such Mortgagor shall notify Beneficiary Mortgagee thereof and, and promptly after request, 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, Grantor 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 materially increase GrantorMortgagor's obligations under the Note, this Deed of Trust or Mortgage and the other Relevant Loan Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: Leases and Rents and Security Agreement (Horizon Group 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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the ObligationsDebt, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERALCollateral"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. As such, this Mortgage covers all items of the Trust Property Collateral that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncuredexists, 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 limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable legal expenses and including attorneys' fees) fees and disbursements, incurred or paid by Beneficiary Mortgagee in protecting the its 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 Grantor Mortgagor in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Debt in such priority and proportions as Beneficiary shall determine Mortgagee in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary discretion shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documentsproper. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: Rents and Security Agreement (Charming Shoppes 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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor, by executing and delivering this Deed of Trust has granted and hereby Mortgage grants to BeneficiaryMortgagee, as security for the ObligationsIndebtedness, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said such portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph PARAGRAPH 27 the "COLLATERAL"). Grantor hereby agrees with Beneficiary to Mortgagor shall execute and deliver to BeneficiaryMortgagee, in form and substance satisfactory to BeneficiaryMortgagee, such financing statements and such further assurances as Beneficiary may Mortgagee may, from time to time, reasonably consider necessary request in order to create, perfect, and preserve Beneficiary's the security interest interest(s) herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Mortgage shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such and shall cover all items of the Trust Property Collateral that is are or may are to become fixtures. Information concerning the security interest interest(s) herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustMortgagee upon request. If an Event of Default shall occur which shall remain uncuredoccur, 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 limitation, to limiting the extent permitted by lawgenerality 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 Loan No. 3212525 or demand of Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable 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 Grantor Mortgagor in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Indebtedness in such priority and proportions as Beneficiary shall determine Mortgagee in its sole discretiondiscretion shall deem proper. In the event Mortgagor shall notify Mortgagee of any change in name, identity or structure of Grantor, Grantor Mortgagor and shall notify Beneficiary thereof and, promptly after request, shall execute, file and record record, at its 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, Grantor 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 materially increase Grantor's the obligations of Mortgagor under the Note, this Deed of Trust Mortgage or the other Relevant Loan Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary as its grants to Mortgagee an irrevocable power of attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: Leases and Rents and Security Agreement (Dm Management Co /De/)

Security Agreement. This Deed of Trust is both a real property deed of trust shall also constitute and serve as a "security agreement" on personal property within the 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. The Trust Property includes both real and personal property described herein in Granting Clauses II, III, V, VI, VII, VIII, and all other rights IX. To this end, the Grantor has granted, bargained, conveyed, assigned, transferred and interestsset over and by these presents does grant, whether tangible or intangible in naturebargain, of Grantor in convey, assign, transfer and set over unto the Trust Property. Grantor by executing Indenture Trustees a first and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a prior security interest in all of the Trust 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 extent that and timely payment and the Trust Property 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 such personal property all of the 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 subject 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 the Uniform Commercial Code (said time require covering any property now or hereafter constituting a portion of the Trust Granted Property so subject to securing the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute Indebtedness Hereby Secured and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such financing statements and such other and further assurances as Beneficiary Indenture Trustees may from time request to time, reasonably consider necessary to create, perfect, and preserve Beneficiary's security interest herein granted. All perfect or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. Information concerning 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure signature of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall Indenture Trustees may 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, be considered a power coupled with an interest, to file with interest and shall be irrevocable until all the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, Indebtedness Hereby Secured has been paid in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trustfull.

Appears in 1 contract

Samples: Trust and Security Agreement (Ramsay Health Care Inc)

Security Agreement. This Deed Mortgagor and Mortgagee agree that this Mortgage shall constitute a security agreement within the meaning of Trust is both the UCC with respect to all sums on deposit with the Mortgagee with respect to insurance proceeds or condemnation proceeds ("DEPOSITS") and with respect to any personal property and fixtures included in the definition herein of the word "PREMISES", which property may not be deemed to form a part of the real property deed of trust and estate described in Exhibit "A" or may not constitute a "security agreementfixture" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property UCC, and all other rights replacements of such property, substitutions and interestsadditions thereto and the proceeds thereof, whether tangible or intangible in natureall such property being sometimes hereinafter collectively referred to as the "COLLATERAL", of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, that a security interest in the Trust Property and to the full extent Collateral and the Deposits is hereby granted to Mortgagee and the Deposits and all of Mortgagor's right, title and interest therein are hereby assigned to Mortgagee, all to secure payment of the Indebtedness and to secure performance by Mortgagor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under this Mortgage, Mortgagee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Collateral in accordance with its rights and remedies with respect to the real property, in which event the default provisions of the UCC shall not apply. The parties agree that, in the event Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days' notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 for sale, selling and the like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys' fees and legal expenses incurred by Mortgagee. Mortgagor agrees that, without the written consent of Mortgagee, Mortgagor will not remove or permit to be removed from the Premises any of the Collateral except that so long as the Trust Property may Mortgagor is not in default hereunder, Mortgagor shall be permitted to sell or otherwise dispose of the Collateral in the ordinary course of business, when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value to that disposed of and in such a manner so that said Collateral shall be subject to the Uniform Commercial Code (said portion security interest created hereby, and so that the security interest of Mortgagee shall be first in priority, it being expressly understood and agreed that all replacements of the Trust Property so Collateral and any additions to the Collateral shall be and become immediately subject to the Uniform Commercial Code being called security interest of this Mortgage and covered hereby. Mortgagor shall, from time to time, on request of Mortgagee, deliver to Mortgagee an inventory of the Collateral in this paragraph reasonable detail. Mortgagor covenants and represents that all Collateral, and all replacements thereof, substitutions therefor or additions thereto, unless Mortgagee otherwise consents, now are and will be free and clear of liens (other than the "COLLATERAL"lien of taxes not yet due or payable), encumbrances or security interests of others. Grantor hereby agrees with Beneficiary to Mortgagor shall, upon demand execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, Mortgagee such financing statements and other documents in form satisfactory to Mortgagee, and will do all such further assurances acts and things as Beneficiary Mortgagee may at anytime, 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 first perfected security interest herein grantedin the Deposits and Collateral, subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interests of others. All or part This Mortgage also constitutes a financing statement for the purpose of the Trust Property is or is to become UCC and shall constitute a "fixturesfixture filing" as defined in the Uniform Commercial Code, under such statutes and this Deed of Trust, upon being shall be filed for record in the real estate records of the city or county wherein County in which the Land is located. For such fixtures are situated, shall also constitute a "fixture filing" for purpose the purposes name and address of the Uniform Commercial Code upon such of debtor and the Trust Property that is or may become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties secured party are as set forth in the first paragraph below: Name of this Deed Debtor: Equity Inns Partnership, L.P. Debtor's Mailing Address: 7700 Wolf River Boulevard Germantxxx, Xxxxxxxxx 00000 Xxxxxx'x Xxxxxxxx Xxxxxxxxxxxxxx Xxxxxx: 00-0050848 Address of TrustProperty: 660 West Hillsboro Boxxxxxxx Deerxxxxx Xxxxx, Xxxxxxx 0000 Xxxxxx Xxxx Boca Raton, Florxxx 0000 Xxxx Xxxxxxx Xxxxxxxxx Boyntxx Xxxxx, Xxxxxxx [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. Grantor's chief executive office 27449 2025 Vista Parkway West Palm Beacx, Xxxxxxx 0000 XXX Xxxxxxxxx Palm Beach Garxxxx, Xxxxxxx Xxxx xx Xxxxxxx Xxxxx: XXX XXX Xxxxxxx xxx Xxxx Xxxxxxnce Company Address of Secured Party: ING USA Annuity and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of TrustLife Insurance Company c/o ING Investment Management LLC 5780 Powers Ferry Road, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredNW, BeneficiarySuite 300 Xxxxxxx, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Xxxxxxx 00000-0000 Xxxxxxxxx: Xxxx Xxxxxx Xxx Xxxxxtment This financing statement covers the Collateral. Any notice Some of sale, disposition the items or other intended action by Beneficiary with respect to types of property comprising the Collateral sent are or are to Grantor at least ten (10) business days prior to such action or such notice as become fixtures on the real property described in this Mortgage. Mortgagor is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition record owner of the Collateral, or any part thereof, may be applied by Beneficiary real property described herein upon which the foregoing fixtures and other items and types of property are located. Mortgagor hereby represents and warrants to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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 CollateralMortgagee, and shall pay all expenses covenants and fees in connection agrees with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Grantor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements Mortgagee 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.follows:

Appears in 1 contract

Samples: Equity Inns 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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Borrower in the Trust Property. Grantor Borrower by executing and delivering this Deed of Trust Security Instrument has granted and hereby grants to BeneficiaryLender, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor Borrower hereby agrees with Beneficiary Lender to execute and deliver to BeneficiaryLender, in form and substance 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 JPMORGAN CHASE BANK assurances as Beneficiary Lender may from time to time, reasonably consider necessary to create, perfect, and preserve BeneficiaryLender's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, This Security Instrument shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such Code. All or part of the Trust Property that is are or may are to become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of TrustSecurity Instrument. If an Event of Default shall occur which shall remain uncuredoccur, 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, including without limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeLender, Grantor Borrower shall at its it expense assemble the Collateral and make it available to Beneficiary Lender at a convenient place acceptable to BeneficiaryLender. Grantor Borrower shall pay to Beneficiary Lender on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable including legal expenses and attorneys' attorney's 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 Grantor Borrower in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorBorrower. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Lender to the payment of the Obligations in such priority and proportions as Beneficiary shall determine Lender in its sole discretiondiscretion shall deem proper. In the event of any change in name, identity identify or structure of Grantorany Borrower, Grantor such Borrower shall notify Beneficiary thereof andLender thereof, and promptly after request, request shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority of BeneficiaryLeader'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, Grantor Borrower shall, promptly after request, execute, file and record such Uniform Commercial Code forms firms 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 materially increase GrantorBorrower's obligations under the Note, this Deed of Trust or Security Instrument and the other Relevant Other Loan Documents. Grantor Borrower hereby irrevocably appoints Beneficiary Lender as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing or other statements (or related documents) signed only by BeneficiaryLender, as secured partyBorrower's attorney-in-fact, in connection with the Collateral covered by this Deed of TrustSecurity Instrument. Notwithstanding the foregoing, Borrower shall appear and defend in any action or proceeding which affects or purports to affect the Property and any interest or right therein, whether such appointment proceedings effects title or any other rights in the Property (and in conjunction therewith, Borrower shall fully cooperate with Lender in the event Lender is a party to terminate upon the release of this Deed of Trustsuch action or proceeding).

Appears in 1 contract

Samples: Trust and Security Agreement (First Potomac Realty 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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the Obligations, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor Mortgagor hereby agrees with Beneficiary Mortgagee to execute and deliver to BeneficiaryMortgagee, in form and substance 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. All or part of the Trust Mortgaged Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. GrantorMortgagor's chief executive office and principal place of business is the GrantorMortgagor's address set forth in the first paragraph of this Deed of TrustMortgage, and the place where GrantorMortgagor's books and records in respect of where the Trust Mortgaged Property is located are kept is the address of Grantor Mortgagor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor Mortgagor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations in such priority and proportions as Beneficiary Mortgagee shall determine in its sole discretion. In the event of any change in name, identity or structure of GrantorMortgagor, Grantor Mortgagor shall notify Beneficiary Mortgagee thereof and, promptly after 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, Grantor 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 materially increase GrantorMortgagor's obligations under this Deed of Trust Mortgage or the other Relevant Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of TrustMortgage, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: Discovery Zone 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 Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the Obligations, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERALCollateral"). Grantor Mortgagor hereby agrees with Beneficiary Mortgagee to execute and deliver to BeneficiaryMortgagee, in form and substance 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. All or part of the Trust Mortgaged Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of TrustMortgage, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Mortgaged Property that is or may become fixtures. 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. GrantorMortgagor's chief executive office and principal place of business is the GrantorMortgagor's address set forth in the first paragraph of this Deed of TrustMortgage, and the place where GrantorMortgagor's books and records in respect of where the Trust Mortgaged Property is located are kept is the address of Grantor Mortgagor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncured, 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, Code (including, without limitation, to the extent permitted by law, 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor Mortgagor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations in such priority and proportions as Beneficiary Mortgagee shall determine in its sole discretion. In the event of any change in name, identity or structure of GrantorMortgagor, Grantor Mortgagor shall notify Beneficiary Mortgagee thereof and, promptly after 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, Grantor 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 materially increase GrantorMortgagor's obligations under this Deed of Trust Mortgage or the other Relevant Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of TrustMortgage, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: Discovery Zone Inc

Security Agreement. This Deed of Trust Mortgage is both a real property mortgage/deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the Obligations, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor Mortgagor hereby agrees with Beneficiary Mortgagee to execute and deliver to BeneficiaryMortgagee, in form and substance 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. All or part of the Trust Mortgaged Property is or is to become "fixturesFIXTURES" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. GrantorMortgagor's chief executive office and principal place of business is the GrantorMortgagor's address set forth in the first paragraph of this Deed of TrustMortgage, and the place where GrantorMortgagor's books and records in respect of where the Trust Mortgaged Property is located are kept is the address of Grantor Mortgagor set forth in the first paragraph of this Deed of TrustMortgage. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor Mortgagor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations in such priority and proportions as Beneficiary Mortgagee shall determine in its sole discretion. In the event of any change in name, identity or structure of GrantorMortgagor, Grantor Mortgagor shall notify Beneficiary Mortgagee thereof and, promptly after 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, Grantor 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 materially increase GrantorMortgagor's obligations under this Deed of Trust Mortgage or the other Relevant Documents. Grantor Mortgagor hereby irrevocably appoints Beneficiary Mortgagee as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by BeneficiaryMortgagee, as secured party, in connection with the Collateral covered by this Deed of TrustMortgage, such appointment to terminate upon the release of this Deed of TrustMortgage.

Appears in 1 contract

Samples: Discovery Zone Inc

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 Trust Property includes both real Borrower hereby authorizes Lender to file with the appropriate filing officer or office, such security agreements, financing statements, continuation statements or other instruments as Lender may reasonably require in order to impose, perfect or continue the perfection of the lien or security interest created hereby. Borrower agrees to furnish Lender with notice of any change in the name, identity, organizational structure of Borrower within ten (10) days of the effective date of any such change. Upon the occurrence and personal property and all other during the continuance of any Event of Default, Lender shall have the rights and interests, whether tangible or intangible remedies as prescribed in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situatedas prescribed by general law, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, Beneficiary, in addition to as prescribed by 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 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 thereon at the Default Interest Rate from the due date until actually paid by Borrower, shall be paid by Borrower within ten (10) days of Lender’s demand and shall be secured by this Deed of Trust and by all of the other Loan Documents securing all or any part of the Debt. Upon the occurrence and during the continuance of any Event of Default, Lender shall have the right to enter upon the Premises and the Improvements or any real property where any of the property which is the subject of the security interest granted herein is located to take possession of, assemble and collect the same, or Borrower, upon demand of Lender, shall assemble such property and make it available to 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 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 be 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. 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 be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with a foreclosure sale as provided in Section 5.1(e) hereof upon giving the same notice with respect to the sale of the Property hereunder as is required under said Section 5.1(e). Furthermore, to the extent permitted by law, the right in conjunction with, in addition to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem necessary in substitution for the care, protection rights and preservation of the Collateral). Upon request or demand of Beneficiary or Trustee, Grantor shall at its expense assemble the Collateral and make it remedies available to Beneficiary at a convenient place acceptable Lender pursuant to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after request, shall execute, file and record such applicable 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.Code:

Appears in 1 contract

Samples: Fixture Filing (KBS Real Estate Investment Trust II, Inc.)

Security Agreement. This Deed Mortgagor and Mortgagee agree that this Mortgage shall constitute and shall be construed as a Security Agreement under the terms of Trust is both a real property deed of trust and a "security agreement" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion of the Trust Property so subject to the Uniform Commercial Code being called hereinafter in this paragraph Paragraph referred to as the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary“Code”) as adopted by the State of Florida, in form and substance satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time, reasonably consider necessary with respect to createany property included in the definition of the word “Mortgaged Property”, perfect, and preserve Beneficiary's security interest herein granted. All or which property may not be deemed to form a part of the Trust Property is real property described as the Premises or is to become "fixtures" as defined may not constitute a “fixture” (within the meaning provided in the Uniform Commercial Code), and this Deed all replacements of Trustsuch property, upon being filed substitutions for record in the real estate records of the city or county wherein such fixtures are situatedproperty, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon additions to such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trustproperty, and the place where Grantor's books proceeds thereof (all of said property described above, and records the replacements, substitutions and additions thereto together with the proceeds thereof being hereinafter collectively referred to as the “Collateral”), and that a first priority, perfected and continuing security interest in respect and to the Collateral located on the Mortgaged Property, is hereby granted to the Mortgagee, and the Collateral and all right, title and interest of where Mortgagor therein, are hereby assigned to the Trust Property is located are kept is Mortgagee, all to secure payment of the address Note and the Loan Agreement, and to secure performance by the Mortgagor of Grantor set forth in the first paragraph terms, covenants and provisions hereof. Upon the occurrence of this Deed of Trust. If an Event of Default under this Mortgage, the Mortgagee, pursuant to the appropriate provisions of the Code, shall occur which shall remain uncured, Beneficiaryhave the right, in addition to any all 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 limitationrights, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 proceed with respect to the Collateral sent in accordance with its rights and remedies as a Secured Party under the Code. The parties agree that, in the event the Mortgagee shall elect to Grantor at least proceed with respect to the Collateral separately from the real property, ten (10) business days prior to such action or such written notice as is otherwise required by law or of the Relevant Documents, sale of the Collateral shall constitute commercially be reasonable notice to Grantornotice. The proceeds reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Mortgagee shall include, but shall not be limited to, reasonable attorneys’ fees and legal expenses incurred by Mortgagee. Mortgagor shall, from time to time, on request of the Mortgagee, deliver to the Mortgagee an inventory of the Collateral in reasonable detail. Mortgagor covenants and represents that all Collateral now is, and that all replacements thereof, substitutions therefor or additions thereto, unless the Mortgagee otherwise consents, will be, free and clear of any disposition of the Collateralother liens, encumbrances or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trustinterests.

Appears in 1 contract

Samples: Mortgage and Security Agreement (Ault Alliance, Inc.)

Security Agreement. This Deed of Trust is both Mortgagor and Mortgagee agree that this Mortgage shall constitute a real property deed of trust and a "security agreement" agreement within the meaning of the Uniform Commercial Code. The Trust Property includes both real UCC with respect to all sums on deposit with the Mortgagee with respect to insurance proceeds or condemnation proceeds (“Deposits”) and with respect to any personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor fixtures included in the Trust Property. Grantor by executing definition herein of the word “Premises”, which property may not be deemed to form a part of the real estate described in Exhibit “A” or may not constitute a “fixture” within the meaning of the UCC, and delivering this Deed all replacements of Trust has granted such property, substitutions and hereby grants additions thereto and the proceeds thereof, all such property being sometimes hereinafter collectively referred to Beneficiaryas the “Collateral”, as security for the Obligations, and that a security interest in the Trust Property and to the full extent Collateral and the Deposits is hereby granted to Mortgagee and the Deposits and all of Mortgagor’s right, title and interest therein are hereby assigned to Mortgagee, all to secure payment of the Indebtedness and to secure performance by Mortgagor of the terms, covenants and provisions hereof. Upon the occurrence of an Event of Default under this Mortgage, Mortgagee, pursuant to the appropriate provisions of the UCC, shall have the option of proceeding with respect to the Collateral in accordance with its rights and remedies with respect to the real property, in which event the default provisions of the UCC shall not apply. The parties agree that, in the event Mortgagee shall elect to proceed with respect to the Collateral separately from the real property, ten (10) days’ notice of the sale of the Collateral shall be reasonable notice. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys’ fees and legal expenses incurred by Mortgagee. Mortgagor agrees that, without the written consent of Mortgagee, Mortgagor will not remove or permit to be removed from the Premises any of the Collateral except that so long as the Trust Property may Mortgagor is not in default hereunder, Mortgagor shall be permitted to sell or otherwise dispose of the Collateral, when obsolete, worn out, inadequate, unserviceable or unnecessary for use in the operation of the Premises, upon replacing the same or substituting for the same other Collateral at least equal in value to the initial value of that disposed of and in such a manner so that said Collateral shall be subject to the Uniform Commercial Code (said portion security interest created hereby, and so that the security interest of Mortgagee shall be first in priority, it being expressly understood and agreed that all replacements of the Trust Property so Collateral and any additions to the Collateral shall be and become immediately subject to the Uniform Commercial Code being called security interest of this Mortgage and covered hereby. Mortgagor shall, from time to time, on request of Mortgagee, deliver to Mortgagee an inventory of the Collateral in this paragraph reasonable detail. Mortgagor covenants and represents that all Collateral, and all replacements thereof, substitutions therefor or additions thereto, unless Mortgagee otherwise consents, now are and will be free and clear of liens (other than the "COLLATERAL"lien of taxes not yet due or payable), encumbrances or security interests of others. Grantor hereby agrees with Beneficiary to Mortgagor shall, upon demand execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, Mortgagee such financing statements and other documents in form satisfactory to Mortgagee, and will 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 first perfected security interest herein grantedin the Deposits and Collateral, subject to no liens (other than the lien of taxes not yet due or payable), encumbrances, or security interests of others. All or part This Mortgage also constitutes a financing statement for the purpose of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, UCC and this Deed of Trust, upon being shall constitute a “fixture filing” under such statutes and shall be filed for record in the real estate records of the city or county wherein County in which the Land is located. For such fixtures are situated, shall also constitute a "fixture filing" for purpose the purposes name and address of the Uniform Commercial Code upon such of debtor and the Trust Property that is or may become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties secured party are as set forth in the first paragraph below: Name of this Deed Debtor: IIT Tampa – 0000 Xxxxx Xxxxx Xxxxx LLC Debtor’s Mailing Address: IIT Tampa – 0000 Xxxxx Xxxxx Xxxxx LLC c/o Industrial Income Trust Inc. 000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 Attention: Xx. Xxxxxx X. Minnick Debtor’s Organizational Number: M11000000029 Address of Trust. Grantor's chief executive office Property: 0000 Xxxxx Xxxxx Xxxxx, Xxxxx, Xxxxxxxxxxxx Xxxxxx, Xxxxxxx 00000 Name of Secured Party: ING USA Annuity and principal place Life Insurance Company Address of business is the Grantor's address set forth in the first paragraph of this Deed of TrustSecured Party: ING USA Annuity and Life Insurance Company c/o ING Investment Management LLC 0000 Xxxxxx Xxxxx Xxxx, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredXX, BeneficiaryXxxxx 000 Xxxxxxx, 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 limitation, to the extent permitted by law, 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Xxxxxxx 00000-0000 Attention: Real Estate Law Department This financing statement covers the Collateral. Any notice Some of sale, disposition the items or other intended action by Beneficiary with respect to types of property comprising the Collateral sent are or are to Grantor at least ten (10) business days prior to such action or such notice as become fixtures on the real property described in this Mortgage. Mortgagor is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition record owner of the Collateral, or any part thereof, may be applied by Beneficiary real property described herein upon which the foregoing fixtures and other items and types of property are located. Mortgagor hereby represents and warrants to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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 CollateralMortgagee, and shall pay all expenses covenants and fees in connection agrees with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements, Grantor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements Mortgagee 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.follows:

Appears in 1 contract

Samples: Statement and Fixture Filing (Industrial Income Trust Inc.)

Security Agreement. This Deed BORROWER/DEBTOR, to secure the repayment of Trust is both the monetary sums evidenced by the Promissory Note above, and this Loan Agreement, do grant to LENDER, pursuant to the laws of the State of South Carolina, a real property deed of trust Security Interest in and a "security agreement" within lien upon the meaning of vehicle set forth above (the Uniform Commercial Code. The Trust Property includes both real and personal property “Collateral”), and all other rights accessions thereto, and interests, whether tangible or intangible in nature, all proceeds thereof which act as Collateral for the full repayment of Grantor in sums advanced by LENDER pursuant to the Trust PropertyLoan Agreement and Promissory Note. Grantor by executing and delivering this Deed of Trust has You have further granted and hereby grants to BeneficiaryLENDER, as security for under the ObligationsSouth Carolina Code of Laws, a an assignment and security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion all proceeds of the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiaryinsurance or refunds of unearned premiums, in form and substance satisfactory to Beneficiaryor both, 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, respecting any and all rights and remedies granted to a secured party upon default under policies of insurance assuring against the Uniform Commercial Code, (including, without limitation, to the extent permitted by law, the right to take possession loss and/or total destruction of the Collateral to assure your repayment of the monetary sums advanced to you by XXXXXX. At all times that monetary sums remain due and unpaid, the Collateral shall not be removed from the State of South Carolina. By this Security Agreement, you hereby expressly grant to LENDER, as Secured Party, in the event of Default, pursuant to the Promissory Note 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 terms and conditions of Beneficiary or Trusteethe Loan Agreement, Grantor shall at its expense assemble an irrevocable right of LENDER to physically repossess the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretionallow foreclosure upon XXXXXX’S lien. In the event of any change in namesuch repossession, identity or structure of Grantoryou hereby expressly grant to LENDER the absolute right to liquidate the Collateral and UPON LIQUIDATION, Grantor shall notify Beneficiary thereof andYOU MAY RECEIVE ALL EXCESS PROCEEDS OF LIQUIDATION AFTER DEDUCTION FOR FULL PAYMENT TO LENDER OF THE PRINCIPAL AMOUNT OF THE LOAN, promptly after requestACCRUED AND UNPAID INTEREST, shall execute, file and record such Uniform Commercial Code forms as are necessary DUE LENDER PURSUANT TO THE PROMISSORY NOTE AND FORECLOSURE COSTS OF PUBLIC SALE INCLUDING ALL COSTS AND ATTORNEY’S FEES TO THE EXTENT PROVIDED BY LAW INCURRED BY XXXXXX. You further appoint LENDER your Attorney-in-Fact to maintain the priority of Beneficiary's allow LENDER full authority to perfect its lien upon and security interest in the Collateral, and shall pay all expenses and fees in connection title to the Collateral with the filing South Carolina Department of Motor Vehicles. You expressly warrant and recording thereofpromise that until such time as the LOAN has been fully repaid you will not attempt to or seek to obtain a duplicate title to the Collateral which you continue to own. If Beneficiary shall require DEBTOR WILL AT ALL TIMES THE LOAN IS OUTSTANDING AND UNTIL A FORECLOSURE UPON XXXXXX’S LIEN, BE THE LEGAL OWNER OF THE VEHICLE PURSUANT TO THE LAWS OF THE STATE OF SOUTH CAROLINA, which control exclusively the filing or recording terms of additional Uniform Commercial Code forms or continuation statements, Grantor 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 agreedthis Agreement. XXXXXX, however, that no such additional documents shall materially increase Grantor's obligations under this Deed will retain the Certificate of Trust or Title to the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustCollateral.

Appears in 1 contract

Samples: Agreement

Security Agreement. This Deed of Trust is both also a real property deed of trust security agreement between Grantor, as debtor, and a "security agreement" within the meaning of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interestsBeneficiary, whether tangible or intangible in nature, of Grantor in the Trust Propertyas secured party. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary and Beneficiary, as security for the Obligations’s successors and assigns, a security interest in the Trust Property to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion those portions of the Trust Property so subject which constitute Accessories and each and every part thereof, and in all proceeds from the sale, lease or other disposition thereof, and in all sums, proceeds, funds and reserves described or referred to in Sections 6.1, 6.2 and 6.3 hereof. However, the Uniform Commercial Code being called grant of a security interest in proceeds shall not be deemed to authorize any action otherwise prohibited herein. The security interest created hereby is specifically intended to cover and include all leases of the Property (in this paragraph Article IV, together with all amendments and supplements thereto made as provided therein, called the "COLLATERAL"“Leases”), between Grantor (or parties acting on behalf of Grantor), as lessor or as successor to or assignee from the lessor, and tenants which occupy the Property under the Leases, including all extended terms and all extensions and renewals of the terms thereof, as well as any amendments to or replacements of said Leases, together with all the right, title and interest of Grantor, as lessor thereunder, including, without limiting the generality of the foregoing, the present and continuing right to make claim for, collect, receive and receipt for any and all of the 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 Grantor or any lessor is or may become entitled to do under the Leases, all as assigned to Beneficiary in accordance with Article V hereof; provided, that this provision and said Article V shall not impair or diminish any obligation of Grantor under the Leases, nor shall any obligation be imposed upon Beneficiary. In addition to Beneficiary’s rights hereunder or otherwise, Beneficiary shall have all of the rights of a secured party under the Texas Business and Commerce Code, as amended (the “Code”). Grantor hereby agrees with Beneficiary to execute and deliver to BeneficiaryGrantor, in form and substance 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 upon each request of Beneficiary's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for promptly (a) execute and deliver to Beneficiary all financing statements as required by Beneficiary in order to establish or maintain the purposes validity, perfection or priority of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. Information concerning the security interest herein granted may be obtained from with respect to the parties at the addresses Accessories or fixtures; (b) pay to Beneficiary on demand all costs of the parties set forth preparation and filing of financing statements pursuant hereto and all costs of Code searches reasonably required by Beneficiary; and (c) give to Beneficiary a certificate in the first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address form satisfactory to Beneficiary listing all trade names of Grantor set forth in and under which Grantor operates or intends to operate the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, the right to take possession of the Collateral Property 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 or Trustee, Grantor shall at its expense assemble the Collateral and make it available give to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable 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 advance written notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. 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 Obligations in such priority trade name and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in of name (or trade name or assumed name), identity or structure of Grantor. A carbon, Grantor shall notify Beneficiary thereof and, promptly after request, shall execute, file and record such Uniform Commercial Code forms as are necessary to maintain the priority photographic or other reproduction 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or of a financing statement executed pursuant hereto is sufficient as a financing statement. This Deed of Trust is, without limitation, intended to be a financing statement filed as a fixture filing with respect to the other Relevant Documentsportions of the Property which are or are to become fixtures, and as mineral, crop and timber filing. The address of Grantor (debtor) is set forth on the first page hereof and the address of Beneficiary (secured party) from whom information concerning the security interest may be obtained, is set forth in Section 1.1 hereof. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-factis the record owner of the Land, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with Improvements and the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of TrustAccessories.

Appears in 1 contract

Samples: Cabinet Grow, 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 such personal property deed and fixtures included as part of trust and a "security agreement" within the meaning Trust Premises now or hereafter owned by Trustor, in compliance with the provisions of the Uniform Commercial Code. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Code as enacted in the Trust PropertyState. Grantor 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 Obligations"Secured Party", a security interest in and to all of the Trust Property to property now or hereafter owned by Trustor which constitutes the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion personal property and fixtures included as part of the Trust Property so subject Premises hereinabove referred to the Uniform Commercial Code being called and described in this paragraph 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. Grantor hereby Trustor 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 Beneficiary 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 and substance satisfactory to upon Beneficiary's request, such financing statements and such further assurances statements, as Beneficiary may from time to timewell as extensions, reasonably consider necessary to create, perfectrenewals, and preserve Beneficiary's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Codeamendments thereof, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph reproductions of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, the right to take possession of the Collateral or any part thereof, and to take such other measures form as Beneficiary may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Beneficiary or Trustee, Grantor shall at its expense assemble the Collateral and make it available reasonably require to Beneficiary at perfect a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable legal expenses and attorneys' fees) incurred or paid by Beneficiary in protecting the security interest in the Collateral and in enforcing the rights hereunder with respect to the Collateralsaid items. Any notice Trustor shall pay all costs of salefiling such financing statements and any extensions, disposition or other intended action by Beneficiary with respect to the Collateral sent to Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsrenewals, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part amendments and releases thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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 reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Except as is provided in the Indenture, the Senior Notes or the Security Documents, and fees in connection with except for the filing and recording thereof. If Beneficiary Permitted Encumbrances, without the prior written consent of Beneficiary, Trustor shall require not create or suffer to be created pursuant to the filing or recording of additional Uniform Commercial Code forms or continuation statementsany other security interest in the above-described personal property and fixtures, Grantor shall, promptly after request, execute, file including any replacements and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessary, additions thereto. Upon the occurrence and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall materially increase Grantor's obligations continuance of an Event of Default under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment the Beneficiary shall have and shall be entitled to terminate upon exercise any and all of the release of 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 correct name, identity, state of incorporation and address are as set forth herein. Trustor agrees that it shall provide Trustee and Beneficiary with thirty (30) days prior written notice of any change in Trustor's name, identity, state of incorporation or address. The mailing address of the Beneficiary from which information may be obtained concerning the security interest created herein is also set forth herein. This information hereof is provided in order that this Deed of Trust shall comply with the requirements of the Uniform Commercial Code as enacted in the State for instruments to be filed as financing statements. In accordance with the laws of the State, this Deed of Trust shall remain effective as a fixture filing until this Deed of Trust is released or satisfied of record or its effectiveness otherwise terminates as to the Trust Premises.

Appears in 1 contract

Samples: Sterling Chemical 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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, shall be construed as security for the Obligations, a security interest in the Trust Property to the full extent that the Trust Property may be subject to agreement and financing statement under the Uniform Commercial Code (said portion as adopted and in force, from time to time, in the State of Washington, and shall be operative and effective as such in addition to, and not in substitution for, any other security agreement executed by Grantor in connection with the transaction secured hereby. This Deed of Trust further constitutes a fixture filing under Sections 62A9-313 and 62A9-402(6) of the Trust Property so subject to the Washington Uniform Commercial Code being called Code, as amended or recodified from time to time; provided, however that the execution and/or filing hereof does not imply that the items of personal property included in this paragraph the "COLLATERAL")Mortgaged Property are or are to become fixtures. The filling hereof as a fixture filing is intended to protect the parties from unwarranted assertions by third Persons. Grantor hereby agrees with Beneficiary to and shall, upon the request of Beneficiary, execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such "financing statements statements," descriptions of property and such further assurances as Beneficiary may Beneficiary, in its sole discretion, may, from time to time, reasonably consider necessary to create, perfectperfect and preserve the lien and encumbrance hereof and the security interest granted herein upon and both the real property, the Improvements, and preserve Beneficiary's security all rights and interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined Grantor in the Uniform Commercial CodeMortgaged Property described herein. Beneficiary, at the expense of Grantor, may cause such statements, descriptions and assurances, and this Deed of TrustTrust to be recorded and re-recorded, upon being filed for record and remfiled, at such times and in such places as may be required or permitted by law to so create, perfect and preserve the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. Information concerning lien and encumbrance hereof and the security interest granted herein granted may be obtained from upon and in all of said Mortgaged Property. With respect to such Mortgaged Property, the parties at Beneficiary is a "secured party" and the addresses of Grantor is a "debtor" under the parties Washington Unifomn Commercial Code with its address being as set forth in the first paragraph of this Deed of Trust. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, Beneficiary, in addition Beneficiary elects 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 proceed under the Washington Uniform Commercial Code, (including, without limitation, Code to the extent permitted by law, the right to take possession dispose of some of the Collateral or any part thereofMortgaged Property, and to take such other measures as Beneficiary may deem necessary for the careshall give Grantor notice by certified mail, protection and preservation postage prepaid, retum receipt requested, of the Collateral). Upon request time and place of any public sale of any of such property, or demand of Beneficiary or Trustee, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor time after which any and all reasonable expenses (including, without limitation, reasonable 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 private sale or other intended action disposition thereof is to be made by Beneficiary with respect to the Collateral sent sending notice to Grantor at least ten five (105) business days prior to such action or such notice as is otherwise required by law or Business Days before the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition time of the Collateralsale or other disposition, or any part thereof, may be applied by which provisions for notice Grantor and Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after request, shall execute, file and record such Uniform Commercial Code forms as agree 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, Grantor 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 agreedreasonable; provided, however, that no such additional documents nothing herein shall materially increase Grantor's obligations under this Deed of Trust or preclude Beneficiary from proceeding as to all the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, Mortgaged Property to file the maximum extent pemitted by applicable Washington law in accordance with the appropriate public office on its behalf rights and remedies of Beneficiary in respect of the real property. Notwithstanding any UCC financing statements (release of any or related documents) signed only by Beneficiaryall of the property included in the Mortgaged Property which is deemed "real property", as secured party, in connection with the Collateral covered by any proceedings to foreclose this Deed of Trust, such appointment or its satisfaction of record, the temls hereof shall survive as a security agreement with respect to terminate upon the release security interest created hereby and referred to above until the repayment or satisfaction in full of this Deed the obligations of TrustGrantor as are now or hereafter evidenced by the Note and Loan Agreement.

Appears in 1 contract

Samples: Emeritus Corp\wa\

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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Code as enacted in the Trust PropertyState. Grantor 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 Obligations"Secured Party", a security interest in the Trust Property and to the full extent that the Trust Property may be subject to the Uniform Commercial Code (said portion all of the Trust 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 paragraph 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. Grantor hereby Trustor 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 Beneficiary 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 satisfactory to Beneficiaryfinancing statements, such financing statements and such further assurances as Beneficiary may from time to timewell as extensions, reasonably consider necessary to create, perfectrenewals, and preserve Beneficiary's security interest herein granted. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Codeamendments thereof, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph reproductions of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 limitation, to the extent permitted by law, the right to take possession of the Collateral or any part thereof, and to take such other measures form as Beneficiary may deem necessary for the care, protection and preservation of the Collateral). Upon request or demand of Beneficiary or Trustee, Grantor shall at its expense assemble the Collateral and make it available reasonably require to Beneficiary at perfect a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor any and all reasonable expenses (including, without limitation, reasonable legal expenses and attorneys' fees) incurred or paid by Beneficiary in protecting the security interest in the Collateral and in enforcing the rights hereunder with respect to the Collateralsaid items. Any notice Trustor shall pay all costs of salefiling such financing statements and any extensions, disposition or other intended action by Beneficiary with respect to the Collateral sent to Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsrenewals, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part amendments and releases thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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 reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. Except as is provided in the Indenture and fees in connection with other Security Agreements executed pursuant to the filing Indenture, and recording thereof. If Beneficiary except for the Permitted Encumbrances, without the prior written consent of Beneficiary, Trustor shall require not create or suffer to be created pursuant to the filing or recording of additional Uniform Commercial Code forms or continuation statementsany other security interest in the above-described personal property and fixtures, Grantor shall, promptly after request, execute, file including any replacements and record such Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessary, additions thereto. Upon the occurrence and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall materially increase Grantor's obligations continuance of an Event of Default under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment the Beneficiary shall have and shall be entitled to terminate upon exercise any and all of the release of 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

Appears in 1 contract

Samples: Sterling Chemical 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 Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to Beneficiary, as security for the Obligations, constitutes a security interest in agreement under the Trust Property to the full extent that the Trust Property may be subject to the applicable Uniform Commercial Code (said portion with respect to the Chattels and such other of the Trust Mortgaged Property so subject which is personal property. In addition to the Uniform Commercial Code being called in this paragraph the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncured, 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 Beneficiary by other applicable law or hereby, Beneficiary shall have all of the rights and remedies with respect to the Chattels and such other personal property as are granted to a secured party upon default under the applicable Uniform Commercial Code, (including, without limitation, to the extent permitted by law, 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 Beneficiary's request or demand during the existence of Beneficiary or Trusteean Event of Default, Grantor shall promptly and at its expense assemble the Collateral Chattels and such other personal property and make it the same available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor demand, with interest at the Prime Based Default Rate, any and all reasonable expenses (includingexpenses, without limitation, reasonable legal expenses and including attorneys' fees) , incurred or paid by Beneficiary in protecting the its interest in the Collateral Chattels and such other personal property and in enforcing the its rights hereunder with respect to the Collateralthereto. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral Chattels and such other personal property sent to Grantor in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateralsuch sale or disposition, or any part thereof, may be applied by Beneficiary to the payment of the Obligations indebtedness secured hereby in such priority order and proportions as Beneficiary shall determine in its sole discretiondiscretion shall deem appropriate. In To the event extent Grantor may lawfully do so and without limiting any rights and/or privileges herein granted to Beneficiary, Grantor agrees that Beneficiary and/or Trustee and any successor Trustee may dispose of any change or all of the Chattels or such other personal property at the same time and place and after giving the same notices provided in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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 this Deed in connection with a non-judicial foreclosure sale under the filing terms and recording thereofconditions set forth in Article II, Section 2.01, III or IV, of this Deed. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statementsIn this connection, Grantor shall, promptly after request, execute, file agrees that the sale may be conducted by Trustee or successor Trustee; that the sale of the real estate and record improvements described in this Deed and the Chattels or such Uniform Commercial Code forms other personal property or continuation statements as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording any part thereof, it being understood may be sold separately or together; and agreedthat in the event the Premises and the Chattels and such other personal property, howeveror any part thereof are sold together, that no Beneficiary will not be obligated to allocate the consideration received as between the Premises and the Chattels and such additional documents shall materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trustpersonal property.

Appears in 1 contract

Samples: Taubman Centers Inc

Security Agreement. (a) (i) 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 CodeUCC. The Trust Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor Mortgagor in the Trust Mortgaged Property. Grantor This Mortgage is filed as a fixture filing and covers goods which are or are to become fixtures on the Mortgaged Property. Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the ObligationsDebt, a security interest in the Trust Mortgaged Property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code UCC of the State in which the Mortgaged Property is located (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code UCC being called in this paragraph Section 18.14 the "COLLATERALCollateral"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredoccur, 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 CodeUCC, (including, without limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeMortgagee following an Event of Default, Grantor shall Mortgagor shall, at its expense expense, assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, including reasonable legal expenses and attorneys' fees) , 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 Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.the

Appears in 1 contract

Samples: Mills Corp

Security Agreement. 2.16.1 This Deed of Trust is both shall also be a real property deed of trust security agreement between Grantor and a "security agreement" within the meaning Beneficiary covering that portion of the Uniform Commercial Code. The Trust Property includes both real and Estate constituting personal property and all other rights and interestsor fixtures (collectively, whether tangible or intangible the "UCC Collateral") governed by the UCC as the same may be more specifically set forth in nature, of Grantor any financing statement delivered in the Trust Property. Grantor by executing and delivering connection with this Deed of Trust has granted Trust, and as further security for the payment and performance of the Secured Obligations, Grantor hereby grants to Beneficiary, as security for the Obligations, Beneficiary a security interest in such portion of the Trust Property Estate to the full extent that the Trust Property Estate may be subject to the Uniform Commercial Code (said portion UCC. In addition to Beneficiary's other rights hereunder, Beneficiary shall have all rights of a secured party under the Trust Property so subject to the Uniform Commercial Code being called in this paragraph the "COLLATERAL")UCC. Grantor hereby agrees with Beneficiary to shall execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such Beneficiary all financing statements and such further assurances as Beneficiary may from time to timeestablish, reasonably consider necessary to create, perfect, perfect (to the extent the same can be achieved by the filing of a financing statement) and preserve maintain the validity and priority of Beneficiary's security interest herein grantedinterests, and Grantor shall bear all costs thereof, including all UCC searches. All or part Except as otherwise provided in the Note Documents, if Beneficiary should dispose of any of the Trust Property is or is Estate comprising the UCC Collateral pursuant to become "fixtures" as defined the UCC, ten days' prior written notice by Beneficiary to Grantor shall be deemed to be reasonable notice; provided, however, Beneficiary may dispose of such property in accordance with the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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 foreclosure procedures of this Deed of TrustTrust in lieu of proceeding under the UCC. Beneficiary may, but shall not be obligated to, from time to time execute and deliver at Grantor's chief executive office expense, all continuation statements, termination statements, amendments, partial releases, or other instruments relating to all financing statements by and principal place between Grantor and Beneficiary which are reasonably necessary to establish, create, perfect (to the extent the same can be achieved by the filing of business is a financing statement) and maintain the Grantorvalidity and priority of Beneficiary's address set forth security interests in the first paragraph of this Deed of TrustUCC Collateral or release such liens, and as the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth case may be. Except as otherwise provided in the first paragraph Note Documents, upon the occurrence and during the continuation of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredDefault, (a) Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demanddemand to the extent permitted by law, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, (UCC including, without limitation, to limiting the extent permitted by lawgenerality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as Beneficiary may deem reasonably necessary for the care, protection and preservation of the Collateral). Upon such collateral and (b) upon request or demand of Beneficiary or TrusteeBeneficiary, Grantor shall at its expense expense, assemble the UCC Collateral and make it available to Beneficiary at a convenient place acceptable to Beneficiary. Grantor shall pay to Beneficiary on demand therefor demand, any and all reasonable expenses (includingexpenses, without limitation, including reasonable legal expenses and attorneys' fees) fees and disbursements incurred or paid by Beneficiary in protecting the interest in the UCC Collateral and in enforcing the rights hereunder with respect to the such UCC Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Grantor at least ten (10) business days prior to such action or such notice as is otherwise required by law or the Relevant Documents, shall constitute commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Obligations in such priority and proportions as Beneficiary shall determine in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor 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 materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trust.

Appears in 1 contract

Samples: Osullivan Industries 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 CodeCode adopted and enacted by the State of New Jersey (the "UNIFORM COMMERCIAL CODE"), made by and between Mortgagor, as Debtor, and Mortgagee, as secured party. The Trust Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the Trust Property. Grantor Mortgagor by executing and delivering this Deed of Trust Mortgage has granted and hereby grants to BeneficiaryMortgagee, as security for the ObligationsIndebtedness, a security interest in the Trust Property Mortgaged property to the full extent that the Trust Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Trust Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph herein referred to as the "COLLATERAL"). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and substance 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. All or part of the Trust Property is or is to become "fixtures" as defined in the Uniform Commercial Code, and this Deed of Trust, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall also constitute a "fixture filing" for the purposes of the Uniform Commercial Code upon such of the Trust Property that is or may become fixtures. 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. Grantor's chief executive office and principal place of business is the Grantor's address set forth in the first paragraph of this Deed of Trust, and the place where Grantor's books and records in respect of where the Trust Property is located are kept is the address of Grantor set forth in the first paragraph of this Deed of Trust. If an Event of Default shall occur which shall remain uncuredoccur, BeneficiaryMortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, demand any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, (including, without limitation, to limiting the extent permitted by lawgenerality 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 Beneficiary or TrusteeMortgagee, Grantor Mortgagor shall at its expense assemble the Collateral and make it available to Beneficiary Mortgagee at a convenient place acceptable to BeneficiaryMortgagee. Grantor Mortgagor shall pay to Beneficiary Mortgagee on demand therefor any and all reasonable expenses (includingexpenses, without limitation, reasonable including legal expenses and attorneys' attorney fees) , incurred or paid by Beneficiary Mortgagee in protecting the interest in the Collateral and in enforcing the Mortgagee's 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 Grantor Mortgagor in accordance with the provisions hereof at least ten five (105) business days prior to such action or such notice as is otherwise required by law or the Relevant Documentsaction, shall constitute commercially reasonable notice to GrantorMortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary Mortgagee to the payment of the Obligations Indebtedness in such priority and proportions as Beneficiary shall determine Mortgagee in its sole discretion. In the event of any change in name, identity or structure of Grantor, Grantor shall notify Beneficiary thereof and, promptly after 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, Grantor shall, promptly after request, execute, file and record such Uniform Commercial Code forms or continuation statements as Beneficiary discretion shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional documents shall materially increase Grantor's obligations under this Deed of Trust or the other Relevant Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate public office on its behalf any UCC financing statements (or related documents) signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust, such appointment to terminate upon the release of this Deed of Trustproper.

Appears in 1 contract

Samples: Mortgage, Security Agreement and Assignment of Leases And (Mack Cali Realty Corp)

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