Excepted Rights. TO HAVE AND TO HOLD the Granted Property unto the Trustee for the benefit of the Beneficiary and its successors and assigns, in fee simple title forever, with the purpose of securing performance of each agreement, covenant and warranty of the Grantor contained in the Operative Agreements and payment of all Indebtedness Hereby Secured. IN TRUST, NEVERTHELESS, WITH POWER OF SALE (to the extent permitted by law), upon the terms and trusts herein set forth for the benefit and security of all present and future holders of the Indebtedness Hereby Secured in accordance with its terms and all other sums payable hereunder or under the Note, and for the performance and observance of the Note and this Deed of Trust, all as herein set forth. PROVIDED, NEVERTHELESS, and these presents are upon the express condition that if the Grantor performs the covenants herein contained and pays to the Beneficiary, its successors or assigns, the full amount of all Indebtedness Hereby Secured, the estate, right and interest of the Beneficiary in the property hereby conveyed shall cease and this Deed of Trust shall become null and void, but otherwise to remain in full force and effect. It is agreed and understood by the parties hereto that: 1. This Deed of Trust is intended to and shall constitute security for the entire Indebtedness Hereby Secured. 2. Any part of the security herein described, and any security described in any other mortgage, assignment of lease or other instrument now or hereafter given to secure the indebtedness which is secured by this Deed of Trust, may be released by the Beneficiary without affecting the lien hereof on the remainder. 3. The Grantor for itself and all who may claim through or under it waives any and all right to have the property and estates comprising the Granted Property marshalled upon any foreclosure of the lien hereof, or to have the Granted Property hereunder and the property covered by any other mortgage or assignment of lease securing the Note marshalled upon any foreclosure of any of said mortgages or assignments of leases, and agrees that any court having jurisdiction to foreclose such lien may order the Granted Property sold as an entirety. 4. Upon the occurrence of an Event of Default hereunder, the Beneficiary has, among other things, the right to foreclose on the Granted Property and dispose of the same. To the extent permitted by law, the Beneficiary’s deed or other instrument of conveyance, transfer or release (which, if permitted by law, may be in the name of the Beneficiary or as attorney for the Grantor and the Beneficiary hereby is irrevocably appointed) shall be effective to convey and transfer to the grantee an indefeasible title to the property covered thereby, discharged of all rights of redemption by the Grantor or any person claiming under it, and to bar forever all claims by the Grantor or the said Beneficiary to the property covered thereby and no grantee from the Beneficiary shall be under any duty to inquire as to the authority of the Beneficiary to execute the same, or to see to the application of the purchase money.
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Sources: Deed of Trust, Security Agreement, Assignment of Leases and Rents (Kingsway Financial Services Inc)
Excepted Rights. TO HAVE AND TO HOLD the Granted Mortgaged Property unto the Trustee for the benefit of the Beneficiary Mortgagee and its successors and assigns, in fee simple title forever, with the purpose of securing performance of each agreement, covenant and warranty of the Grantor Company contained in the Operative Agreements and payment of all Indebtedness Hereby Secured. IN TRUST, NEVERTHELESS, WITH POWER OF SALE (to the extent permitted by law), upon the terms and trusts herein set forth for the benefit and security of all present and future holders of the Indebtedness Hereby Secured in accordance with its terms and all other sums payable hereunder or under the Note, and for the performance and observance of the Note and this Deed of TrustMortgage, all as herein set forth. PROVIDED, NEVERTHELESS, and these presents are upon the express condition that if the Grantor Company performs the covenants herein contained and pays to the BeneficiaryMortgagee, its successors or assigns, the full amount of all Indebtedness Hereby Secured, the estate, right and interest of the Beneficiary Mortgagee in the property hereby conveyed shall cease and this Deed of Trust Mortgage shall become null and void, but otherwise to remain in full force and effect. It is agreed and understood by the parties hereto that:
1. This Deed of Trust Mortgage is intended to and shall constitute security for the entire Indebtedness Hereby Secured.
2. Any part of the security herein described, and any security described in any other mortgage, assignment of lease or other instrument now or hereafter given to secure the indebtedness which is secured by this Deed of TrustMortgage, may be released by the Beneficiary Mortgagee without affecting the lien hereof on the remainder.
3. The Grantor Company for itself and all who may claim through or under it waives any and all right to have the property and estates comprising the Granted Mortgaged Property marshalled upon any foreclosure of the lien hereof, or to have the Granted Mortgaged Property hereunder and the property covered by any other mortgage or assignment of lease securing the Note marshalled upon any foreclosure of any of said mortgages or assignments of leases, and agrees that any court having jurisdiction to foreclose such lien may order the Granted Mortgaged Property sold as an entirety.
4. Upon the occurrence of an Event of Default hereunder, the Beneficiary Mortgagee has, among other things, the right to foreclose on the Granted Mortgaged Property and dispose of the same. To the extent permitted by law, the BeneficiaryMortgagee’s deed or other instrument of conveyance, transfer or release (which, if permitted by law, may be in the name of the Beneficiary Mortgagee or as attorney for the Grantor Company and the Beneficiary Mortgagee hereby is irrevocably appointed) shall be effective to convey and transfer to the grantee an indefeasible title to the property covered thereby, discharged of all rights of redemption by the Grantor Company or any person claiming under it, and to bar forever all claims by the Grantor Company or the said Beneficiary Mortgagee to the property covered thereby and no grantee from the Beneficiary Mortgagee shall be under any duty to inquire as to the authority of the Beneficiary Mortgagee to execute the same, or to see to the application of the purchase money.
5. The assignment made under Granting Clause Second and Section 2.18 hereof is executed as a present, unconditional and absolute assignment and not merely as collateral security, and the execution and delivery of this Mortgage shall not in any way impair or diminish any obligations of the Company as landlord under the Lease nor impair, affect or modify any of the terms and conditions of the Note or the Note Purchase Agreement, nor shall any of such obligations be imposed upon the Mortgagee, including but not limited to collecting rentals or enforcing performance by the Tenant. Without limiting the generality of the foregoing, the Mortgagee shall not be obligated to perform or discharge, nor does the Mortgagee hereby undertake to perform or discharge, any obligation, duty or liability under the Lease, or under or by reason of this Mortgage; and it is further understood and agreed that this Mortgage shall not operate to place responsibility for the control, care, management or repair of the Mortgaged Property upon the Mortgagee, nor for the carrying out of any of the terms and conditions of the Lease, nor shall it operate to make the Mortgagee responsible or liable for any waste committed on the Mortgaged Property by the Tenant or any other parties, or for any dangerous or defective condition of the Mortgaged Property, or for any negligence of the management, upkeep, or repair or control of the Mortgaged Property resulting in loss or injury or death to any tenant, licensee, employee or stranger. The Mortgagee may, at its option, although it shall not be obligated to do so, after giving written notice to the Tenant and the Company, perform any Lease covenant for and on behalf of the Company and may recover any money advanced, for any such purpose from the Company on demand, with interest at the Default Rate (as defined herein) (or at the maximum rate permitted by applicable law, whichever is less) from date of advancement. Upon the payment of the principal of (and premium, if any) and all interest on the Note and of all other sums payable on the Note or under the Note Purchase Agreement or this Mortgage or any other Operative Agreement and the performance and observance of the provisions thereof, this Mortgage shall cease and terminate and all the estate, right, title, interest, claim and demand of the Company under the Lease in and to the above-described assigned property shall revert to the Company under the Lease, and the Mortgagee shall at the request of the Company deliver to the Company an instrument cancelling the assignment of Lease set forth in this Mortgage and reassigning the above-described assigned property to the Company.
6. The Company does hereby irrevocably constitute and appoint the Mortgagee, its true and lawful attorney with full power of substitution, for it and in its name, place and stead, to ask, demand, collect, receive, receipt for, ▇▇▇ for, compound and give acceptance for any and all rents, income and other sums which are assigned under the Granting Clauses of this Mortgage with full power to ▇▇▇ for, settle, adjust or compromise any claim thereunder as surely as the Company could itself do and to endorse the name of the Company on all commercial paper given in payment or in part payment thereof, and in its discretion to file any claim or take any other action or proceedings either in its own name or in the name of the Company or otherwise, which the Mortgagee may deem necessary or appropriate to protect and preserve the right, title and interest of the Mortgagee in and to such rents and other sums and the security intended to be afforded by this Mortgage.
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Excepted Rights. TO HAVE AND TO HOLD the Granted Property unto the Trustee for the benefit of the Beneficiary and its successors and assigns, in fee simple title forever, with the purpose of securing performance of each agreement, covenant and warranty of the Grantor contained in the Operative Agreements and payment of all Indebtedness Hereby Secured. IN TRUST, NEVERTHELESS, WITH POWER OF SALE (to the extent permitted by law), upon the terms and trusts herein set forth for the benefit and security of all present and future holders of the Indebtedness Hereby Secured in accordance with its terms and all other sums payable hereunder or under the Note, and for the performance and observance of the Note and this Deed of Trust, all as herein set forth. PROVIDED, NEVERTHELESS, and these presents are upon the express condition that if the Grantor performs the covenants herein contained and pays to the Beneficiary, its successors or assigns, the full amount of all Indebtedness Hereby Secured, the estate, right and interest of the Beneficiary in the property hereby conveyed shall cease and this Deed of Trust shall become null and void, but otherwise to remain in full force and effectbe reconveyed. It is agreed and understood by the parties hereto that:
1. This Deed of Trust is intended to and shall constitute security for the entire Indebtedness Hereby Secured.
2. Any part of the security herein described, and any security described in any other mortgagedeed of trust, assignment of lease or other instrument now or hereafter given to secure the indebtedness which is secured by this Deed of Trust, may be released by the Beneficiary without affecting the lien hereof on the remainder.
3. The Grantor for itself and all who may claim through or under it waives any and all right to have the property and estates comprising the Granted Property marshalled upon any foreclosure of the lien hereof, or to have the Granted Property hereunder and the property covered by any other mortgage deed of trust or assignment of lease securing the Note marshalled upon any foreclosure of any of said mortgages deeds of trust or assignments of leases, and agrees that any court having jurisdiction to foreclose such lien may order the Granted Property sold as an entirety.
4. Upon the occurrence and during the continuance of an Event of Default hereunder, the Beneficiary has, among other things, the right to foreclose on the Granted Property and dispose of the same. To the extent permitted by law, the Beneficiary’s deed or other instrument of conveyance, transfer or release (which, if permitted by law, may be in the name of the Beneficiary or as attorney for the Grantor and the Beneficiary hereby Clark County Las Vegas Stadium, LLC Deed of Trust, Security Agreement, Assignment is irrevocably appointed) shall be effective to convey and transfer to the grantee an indefeasible title to the property covered thereby, discharged of all rights of redemption by the Grantor or any person claiming under it, and to bar forever all claims by the Grantor or the said Beneficiary to the property covered thereby and no grantee from the Beneficiary shall be under any duty to inquire as to the authority of the Beneficiary to execute the same, or to see to the application of the purchase money.
5. The assignment made under Granting Clause Second and Section 2.18 hereof is executed as a present, unconditional and absolute assignment and not merely as collateral security, and the execution and delivery of this Deed of Trust shall not in any way impair or diminish any obligations of the Grantor under the Naming Rights Agreement nor impair, affect or modify any of the terms and conditions of the Note or the Note Purchase Agreement, nor shall any of such obligations be imposed upon the Trustee or the Beneficiary, including but not limited to collecting Sponsorship Fees or other payments or enforcing performance by the LVCVA. Without limiting the generality of the foregoing, the Beneficiary shall not be obligated to perform or discharge, nor does the Beneficiary hereby undertake to perform or discharge, any obligation, duty or liability under the Naming Rights Agreement, or under or by reason of this Deed of Trust; and it is further understood and agreed that this Deed of Trust shall not operate to place responsibility for the control, care, management or repair of the Granted Property upon the Beneficiary, nor for the carrying out of any of the terms and conditions of the Naming Rights Agreement, nor shall it operate to make the Beneficiary responsible or liable for any waste committed on the Granted Property by the LVCVA or any other parties, or for any dangerous, non-complaint or defective condition of the Granted Property, or for any negligence of the management, upkeep, or repair or control of the Granted Property resulting in loss or injury or death to any tenant, licensee, employee or stranger. The Beneficiary may, at its option, although it shall not be obligated to do so, after giving written notice to the LVCVA and the Grantor, perform any Naming Rights Agreement covenant for and on behalf of the Grantor and may recover any money advanced, for any such purpose from the Grantor on demand, with interest at the Default Rate (as defined herein) (or at the maximum rate permitted by applicable law, whichever is less) from date of advancement. Upon the payment of the principal of (and premium, if any) and all interest on the Note and of all other sums payable on the Note or under the Note Purchase Agreement or this Deed of Trust or any other Operative Agreement and the performance and observance of the provisions thereof, this Deed of Trust shall cease and terminate and all the estate, right, title, interest, claim and demand of the Grantor under the Naming Rights Agreement in and to the above-described assigned property shall revert to the Grantor under the Naming Rights Agreement, and the Beneficiary shall at the request of the Grantor deliver to the Grantor an instrument cancelling the collateral assignment of Sponsorship Fees set forth in this Deed of Trust and reassigning the above-described assigned property to the Grantor.
6. The Grantor does hereby irrevocably constitute and appoint the Beneficiary, its true and lawful attorney with full power of substitution, for it and in its name, place and stead, to, after the occurrence and during the continuance of an Event of Default, ask, demand, collect, receive, receipt for, sue for, compound and give acceptance for any and all Sponsorship Fees, payments, rents, income and other sums which are Clark County Las Vegas Stadium, LLC Deed of Trust, Security Agreement, Assignment assigned under the Granting Clauses of this Deed of Trust with full power to sue for, settle, adjust or compromise any claim thereunder as surely as the Grantor could itself do and to endorse the name of the Grantor on all commercial paper given in payment or in part payment thereof, and in its discretion to file any claim or take any other action or proceedings either in its own name or in the name of the Grantor or otherwise, which the Beneficiary may deem necessary or appropriate to protect and preserve the right, title and interest of the Beneficiary in and to such Sponsorship Fees, payments, rents and other sums and the security intended to be afforded by this Deed of Trust.
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Excepted Rights. TO HAVE AND TO HOLD the Granted Mortgaged Property unto the Trustee for the benefit of the Beneficiary Mortgagee and its successors and assigns, in fee simple title forever, with the purpose of securing performance of each agreement, covenant and warranty of the Grantor Company contained in the Operative Agreements and payment of all Indebtedness Hereby Secured. IN TRUST, NEVERTHELESS, WITH POWER OF SALE (to the extent permitted by law), upon the terms and trusts herein set forth for the benefit and security of all present and future holders of the Indebtedness Hereby Secured in accordance with its terms and all other sums payable hereunder or under the Note, and for the performance and observance of the Note and this Deed of TrustMortgage, all as herein set forth. PROVIDED, NEVERTHELESS, and these presents are upon the express condition that if the Grantor Company performs the covenants herein contained and pays to the BeneficiaryMortgagee, its successors or assigns, the full amount of all Indebtedness Hereby Secured, the estate, right and interest of the Beneficiary Mortgagee in the property hereby conveyed shall cease and this Deed of Trust Mortgage shall become null and void, but otherwise to remain in full force and effect. It is agreed and understood by the parties hereto that:
1. This Deed of Trust Mortgage is intended to and shall constitute security for the entire Indebtedness Hereby Secured.
2. Any part of the security herein described, and any security described in any other mortgage, assignment of lease or other instrument now or hereafter given to secure the indebtedness which is secured by this Deed of TrustMortgage, may be released by the Beneficiary Mortgagee without affecting the lien hereof on the remainder.
3. The Grantor Company for itself and all who may claim through or under it waives any and all right to have the property and estates comprising the Granted Mortgaged Property marshalled upon any foreclosure of the lien hereof, or to have the Granted Mortgaged Property hereunder and the property covered by any other mortgage or assignment of lease securing the Note marshalled upon any foreclosure of any of said mortgages or assignments of leases, and agrees that any court having jurisdiction to foreclose such lien may order the Granted Mortgaged Property sold as an entirety.
4. Upon the occurrence of an Event of Default hereunder, the Beneficiary Mortgagee has, among other things, the right to foreclose on the Granted Mortgaged Property and dispose of the same. To the extent permitted by law, the BeneficiaryMortgagee’s deed or other instrument of conveyance, transfer or release (which, if permitted by law, may be in the name of the Beneficiary Mortgagee or as attorney for the Grantor Company and the Beneficiary Mortgagee hereby is irrevocably appointed) shall be effective to convey and transfer to the grantee an indefeasible title to the property covered thereby, discharged of all rights of redemption by the Grantor Company or any person claiming under it, and to bar forever all claims by the Grantor Company or the said Beneficiary Mortgagee to the property covered thereby and no grantee from the Beneficiary Mortgagee shall be under any duty to inquire as to the authority of the Beneficiary Mortgagee to execute the same, or to see to the application of the purchase money.
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