DEED OF TRUST AND SECURITY AGREEMENT. Seller hereby grants to Buyer, a senior security interest in and to Seller’s 2012 crop revenue (gross revenue from crops currently being planted) on the Land and the Leased Premises (“Crops”) as security for repayment of Buyer’s “Secured Payments” in the event Buyer timely terminates this Agreement. Secured Payments are defined as follows: The aggregate sum of Invoices paid on Seller’s behalf, not to exceed $400,000.00, plus the sum of all amounts paid to Dxxxxxxx representing his salary in addition to employment costs as set forth below in Section V. A., at the time of termination of this Agreement. Amounts incurred by Seller as a result of Dxxxxxxx’x employment with TRF shall also be included in the Secured Payments calculations. The Secured Payments shall accrue interest at the rate of 6% per annum. More specifically, if Buyer timely terminates this Agreement on or before the expiration of the due diligence period, Buyer shall be entitled to reimbursement of Buyer’s Secured Payments plus interest at the rate of six percent (6%) per annum upon the sale of the Crops. Attached hereto and incorporated by reference herein as Exhibit A is the Deed of Trust granted by Seller in favor of Buyer which encumbers the Land and the Leased Premises (“Junior Deed of Trust”). The Junior Deed of Trust also constitutes Buyer’s security agreement in Seller’s Crops. If Closing occurs, the Crops shall become the unencumbered property of Buyer and Seller shall not be obligated to reimburse Buyer for the Secured Payments. In the event Buyer terminates this Agreement on or before expiration of the due diligence period, Buyer’s right to Seller’s Crop revenue, shall be exercised. If the proceeds from Seller’s Crop revenue are insufficient to satisfy the amounts due and owing to Buyer, Buyer may exercise any and all remedies at law or in equity available to Buyer by virtue of the Junior Deed of Trust, including without limitation, a public trustee foreclosure. If Buyer and Seller proceed with Closing the Transaction, the Junior Deed of Trust shall be released by Buyer. The Junior Deed of Trust shall be recorded in the records of the Pueblo County Clerk and Recorder.
DEED OF TRUST AND SECURITY AGREEMENT and to the Security; and any and all other, further or additional title, estate, interest or right which may at any time be acquired by Trustor in or to the Security, and if Trustor shall at any time acquire any further estate or interest in or to the Security, the lien of this Deed of Trust shall attach, extend to, cover and be a lien upon such further estate or interest automatically without further instrument or instruments, and Trustor, upon request of Beneficiary, shall execute such instrument or instruments as shall reasonably be requested by Beneficiary to confirm such lien; TO HAVE AND TO HOLD the Security, and each and every part thereof, unto the Beneficiary and its successors and assigns, for the purposes and uses herein set forth. UPON THE TERMS AND SUBJECT TO THE CONDITIONS which are hereinafter set forth; PROVIDED, HOWEVER, that if Trustor pays or causes to be fully and irrevocably paid to Beneficiary all sums secured by this Deed of Trust on the dates and in the manner provided in the Note and in this Deed of Trust, and observes and performs all of the terms, conditions and obligations contained in this Deed of Trust and the Note, then the estate, right, title and interest of the Beneficiary in and to the Security shall cease, and upon proof being given to the satisfaction of the Beneficiary that the Indebtedness has been paid or satisfied according to the terms of the Note, and that all of Trustor’s obligations under this Deed of Trust have been fully satisfied, and upon payment of all fees, costs, charges and liabilities chargeable to or incurred by the Beneficiary pursuant to the Note or otherwise provided for in this Deed of Trust, the Beneficiary shall, on receipt of a written request therefore from Trustor, and at Trustor’s sole expense, (a) release and discharge the lien of this Deed of Trust, (b) cause this Deed of Trust to be canceled and marked “satisfied” of record, (c) deliver to Trustor the original Note and (d) transfer and deliver to Trustor, without warranty, any security which is then subject to the lien of this Deed of Trust and is in Beneficiary’s possession. AND, Trustor hereby further covenants, agrees and warrants as follows:
DEED OF TRUST AND SECURITY AGREEMENT. Section 5.4.1 of the Deed of Trust and Security Agreement is hereby amended by (i) inserting “either (x)” after “If” and before “the Secured Obligations” in such Section and (ii) inserting “or (y) the Security Agreement has terminated in accordance with Section 5.4 thereof,” before “then on such date” in such Section.
DEED OF TRUST AND SECURITY AGREEMENT. Instrument No. 504374, of Official Records of Riverside County, California, as the subtenant’s interest under the lease was assigned to AP/APH by assignment recorded November 9, 1998 as Instrument No. 487612, of Official Records of Riverside County, as modified by an amendment November 9, 1998 as Instrument No. 487613, of Official Records. (as amended, assigned and supplemented, the “Sublease”). THAT, the Sublease is a sublease of that certain Business Lease No. PSL-315 dated February 28, 1984 between the individuals named therein, as lessor, and the City, as lessee (as amended and supplemented, the “Master Lease”). THAT, to secure (i) payment to Beneficiary of the principal indebtedness of Thirty-Seven Million Fifty Thousand and No/100 Dollars ($37,050,000.00), together with interest thereon (the “Loan”), as evidenced by that certain Promissory Note of even date herewith in the original principal amount of Thirty-Seven Million Fifty Thousand and No/100 Dollars ($37,050,000.00) from Borrower, payable to Beneficiary (the “Note”), and any renewals, extensions or modifications thereof (including, without limitation, any modification increasing the Interest Rate (defined in the Note), the principal amount, the monthly payments or extending the maturity date) with the final payment of the entire outstanding balance of the Note being due and payable on July 1, 2012, in and by which Note the Trustor promises to pay the said principal indebtedness and interest at the rate and in installments as provided in the Note, (ii) the performance of the covenants herein contained and the payment of any monies expended by Beneficiary in connection therewith, (iii) the payment of all obligations and the performance of all covenants of Trustor under any other loan documents, agreements or instruments between Trustor and Beneficiary given in connection with or related to this Deed of Trust or the Note and (iv) any and all additional advances made by Beneficiary to protect or preserve the Security (hereinafter defined) or the security interest created hereby on the Security, or for taxes, assessments, or insurance premiums as hereinafter provided or for performance of any of Trustor’s obligations hereunder or for any other purpose provided herein (whether or not the original Trustor remains the owner of the Security at the time of such advances) (all of the aforesaid indebtedness and obligations being herein called the “Indebtedness”, and all of the documents, agreements and ins...
DEED OF TRUST AND SECURITY AGREEMENT cleaning systems; call systems; sprinkler systems and other fire prevention and extinguishing apparatus and materials; all telephone, computer and other electronic equipment and appurtenances thereto, including any software owned by Trustor and necessary for the operation of the Security (except to the extent the transfer thereof would cause a material breach of any licensing agreement in connection therewith) but expressly excluding software that is owned by or licensed to the Manager under the Management Agreement (as such terms are defined below); and all other machinery, pipes, poles, appliances, equipment, wiring, fittings, panels and fixtures; and any proceeds therefrom, any replacements thereof or additions or accessions thereto; curtains, draperies, hangings, televisions, radios, phonographs and stereo equipment, pianos, organs, paintings, pictures, frames, sculptures, mirrors, lamps, bric-a-brac, vases, ornaments, carpets, rugs, beds, springs, mattresses, bedding, pillows, blankets, comforters, spreads, bed linens, vanities, secretaries, bureaus, chiffonniers, chests, love seats, benches, night stands, costumers, smoking stands, sand jars, statuary, china, glassware, table linens, towels, bath mats, shower curtains, hollowware, flatware, cutlery, cooking, baking, and other kitchen utensils and apparatus, crockery, kettles, pots, pans, pails, toasters, mixers, trays, racks, electric irons and apparatus, bathroom furniture and furnishings, hamperettes, cash registers, typewriters, typewriter stands, adding machines, calculators, comptometers, multilith machines, addressographs, graphotypes, time stamps, time recorders, posting machines, bookkeeping machines, checking machines, payroll machines, computer reservation systems, accounting and other computer software, and other office and accounting equipment, drills, presses, planers, saws, and other tools, scales, uniforms, and all other tangible personal property used or to be used or placed or to be placed in the rooms, halls, lounges, offices, lobbies, lavatories, basements, cellars, vaults and other portions of said Real Property or any building or buildings hereafter constructed or erected thereon, whether herein enumerated or not, and whether or not contained in any such building, and which are used or useful in the operation and maintenance thereof, or in the business conducted therein, including the operation of any restaurants on the Real Property by or on behalf of Trustor, including but not ...
DEED OF TRUST AND SECURITY AGREEMENT excess shall be promptly refunded to Trustor. All amounts paid or agreed to be paid to Beneficiary for the use, forbearance, or detention of the Indebtedness, whether designated as interest herein or judicially or otherwise interpreted or deemed to be interest, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full period until payment in full of the principal (including the period of any renewal or extension of the Note) so that the interest on the Note for such full period shall not exceed the maximum amount permitted by applicable law. The terms “maximum amount permissible under applicable law”, “the maximum lawful amount,” and similar terms refer to the law in effect on the date of the first disbursement of the Note; provided that if it subsequently becomes lawful to charge more interest on the Note, then such terms shall refer to the maximum interest which may from time to time be lawfully charged. This paragraph shall control all agreements with respect to the Loan between Trustor and Beneficiary.
DEED OF TRUST AND SECURITY AGREEMENT the lien thereon created by the item being contested, to be sold for the nonpayment thereof, or as shall permit an action, either of foreclosure or otherwise, to be commenced by the holder of any such lien. Trustor will not claim any credit on, or make any deduction from the Indebtedness by reason of the payment of, any Imposition. Trustor hereby assigns to Beneficiary all rights of Trustor now or hereafter arising in and to the refund of any Imposition and any interest thereon. If following receipt of any such refund by Beneficiary there exists no Event of Default hereunder, then Beneficiary shall pay over the same to Trustor promptly; if there exists an Event of Default hereunder, Beneficiary may apply said refund in reduction of the Indebtedness in whatever order Beneficiary may elect.
DEED OF TRUST AND SECURITY AGREEMENT. Upon an assignment of this Deed of Trust, Beneficiary shall have the right to arrange to transfer all amounts deposited and still in its possession to the assignee and Beneficiary shall thereupon be completely released from all liability with respect to such deposit and Trustor or owner of the Security shall look solely to the assignee or transferee in reference thereto. Upon the payment in full by Trustor of the entire Indebtedness, any sums then held by Beneficiary under this Section 5 shall be promptly refunded to Trustor. All amounts deposited shall be held by Beneficiary as additional security for the sums secured by this Deed of Trust, and Trustor hereby grants to Beneficiary a security interest in such sums, and upon the occurrence of an Event of Default hereunder Beneficiary may, in its sole and absolute discretion, apply said amounts to the payment of the Indebtedness in whatever order Beneficiary may elect. Immediately upon receipt of such by Trustor, Trustor shall deliver to Beneficiary copies of all notices, demands, claims, bills, and receipts in relation to the Impositions.
DEED OF TRUST AND SECURITY AGREEMENT. Trustor will assign and deliver to Beneficiary an original certificate of the policy or policies of all insurance required to be provided hereunder and provide copies of the policy or policies described therein to Beneficiary unless Trustor participates in Manager’s insurance program, in which event Trustor shall provide a copy of the description of coverages provided by Manager to Trustor. Each policy of insurance provided by Trustor shall (i) be issued by a company or companies approved by Beneficiary and rated not less than a Best’s rating of A-/X, (ii) name Beneficiary as an additional insured or loss payee, as the case may be, (iii) provide that all proceeds shall be payable to Beneficiary, (iv) provide that it may not be cancelled or modified except upon thirty (30) days prior written notice to Beneficiary, (v) provide that no act or thing done by Trustor shall invalidate the policy as against Beneficiary, (vi) be endorsed with standard noncontributory mortgagee clauses in favor of and in form acceptable to Beneficiary, and (vii) otherwise be in such form as shall be reasonably acceptable to Beneficiary, so that at all times until the payment in full of the Indebtedness, Beneficiary shall have and hold the said policy and policies as further collateral for the payment of all Indebtedness.
DEED OF TRUST AND SECURITY AGREEMENT. Anything in this Section 7 to the contrary notwithstanding, as long as (i) Manager is managing the Real Property and Trustor participates in Manager’s insurance programs, (ii) there then exists no default under the Management Agreement or Event of Default hereunder, (iii) Manager is making all required insurance payments as and when due pursuant to the Management Agreement, and (iv) Trustor provides to Beneficiary acceptable evidence that such insurance is, at all times, in full force and effect as regards the Real Property, then Beneficiary acknowledges and agrees that the insurance requirements set forth in the Management Agreement shall govern and control over any inconsistent provisions set forth in the provisions of this Section 7.
