Common use of Open-End Mortgage Clause in Contracts

Open-End Mortgage. This Mortgage shall constitute an “Open-End Mortgage” as such term is defined in 42 Pa.C.S. §8143(f), and shall secure Future Advances and shall have lien priority in accordance with the provisions of 42 Pa.C.S. §§8143 and 8144. Notwithstanding the foregoing, to the maximum extent permitted by law, Mortgagor hereby unconditionally and irrevocably waives its right to submit a notice to Mortgagee under 42 Pa.C.S. §8143(c). In addition to the other remedies available under the Loan Agreement and any other document evidencing the Secured Obligations, any advances made after receipt of any such notice, whether or not made pursuant to 42 Pa.C.S. §8143 and/or §8144, shall be secured hereby and shall relate back to the date when this Mortgage was left for recording with the recorder of deeds. In the event any person or entity shall submit a notice to Mortgagee under 42 Pa.C.S. §8143(b), in addition to the other remedies available under this Mortgage, the Loan Agreement and any other document evidencing the Secured Obligations, Mortgagor shall have the lien or encumbrance which is the subject of such notice removed of record in accordance with this Mortgage; and any advances made by Mortgagee after receipt of any such notice whether or not made under 42 Pa.C.S. §8143(b) shall be deemed to be obligatory advances made under, shall be secured hereby, and shall relate back to the date when this Mortgage was left for recording with the recorder of deeds. By placing or accepting any such lien or encumbrance against any or all of the Subject Property, the holder thereof shall be deemed to have agreed to the maximum extent permitted by law that its lien or encumbrance shall be subject and subordinate in lien priority to this Mortgage and to any subsequent advances made under the Loan Agreement and any other document evidencing the Secured Obligations, to all accrued and unpaid interest and to all other sums secured hereby. This Mortgage is given to secure the obligations of the Mortgagor and certain of Mortgagor’s Affiliates under, or in respect of, the Loan Documents to which Mortgagor and its Affiliates are parties, up to that amount which is equal to the amount of the aggregate maximum permitted principal indebtedness provided under the terms of the Loan Documents and shall secure not only obligations with respect to presently existing indebtedness under the foregoing documents and agreements, but also any and all other indebtedness now owing or which may hereafter be owing by Mortgagor and its Affiliates to Mortgagee and/or Lenders, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and re-advances, pursuant to the Loan Documents, advances for the payment of taxes and assessments and municipal claims, maintenance charges, insurance premiums, costs incurred for the protection of the property or the lien of this Mortgage, expenses incurred by Mortgagee or any Lender by reason of a Default under this Mortgage, or for any other permissible purpose, whether such advances are obligatory or are to be at the option of Lenders, or otherwise, to the same extent as if such future advances were made on the date of the execution of this Mortgage. The lien of this Mortgage shall be valid as to all indebtedness secured hereby, including future advances, from the time of its filing for record in the recorder’s office of the county in which the property is located; and the lien of all present and future advances shall relate back to the date of this Mortgage. This Mortgage is intended to and shall be valid and have priority over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the real estate, to the extent of the maximum amount secured hereby. The amount of principal indebtedness that may be secured by this Mortgage may increase or decrease from time to time. The maximum amount of principal indebtedness outstanding at any one time shall not exceed $372,000,000 exclusive of accrued and unpaid interest and unpaid balances of advances and other extensions of credit secured by this Mortgage made for the payment of taxes, assessments, maintenance charges, insurance premiums and costs incurred for the protection of the Subject Property within the meaning of 42 Pa. C.S.A. § 8143(f), and expenses incurred by the Mortgagee or any Lender by reason of the occurrence of a Default under this Mortgage and other costs and advances to the fullest extent permitted by the terms of 42 Pa. C.S.A. § 8144.

Open-End Mortgage. This Mortgage shall constitute is an “Open-End Mortgage” Mortgage and shall be entitled to all benefits as such term is defined in under 42 Pa.C.S. §8143(fC.S.A. (section) 8143 (the "Open-End Mortgage Statute"). (a) If the Mortgagee receives written notice pursuant to Section 8143(b) of the Open-End Mortgage Statute from a holder of a lien or encumbrance on the Mortgaged Property which is subordinate to the lien of the Mortgage, then and notwithstanding any provision to the contrary contained in any Loan Document, the Mortgagor agrees that the Mortgagee shall secure Future Advances not be responsible to make any further advances to the Mortgagor (and the Mortgagee is released from all liability for failure to make such advances) if the Mortgagee determines in its sole discretion that any such advance requested by the Mortgagor could be construed to be an unobligated advance under Section 8143(b) of the Open-End Mortgage Statute. (b) If the Mortgagee receives written notice pursuant to Section 8143(b) of the Open-End Mortgage Statute from a holder of a mechanic's lien for labor performed or to be performed or materials furnished or to be furnished for the erection, construction, alteration or repair of any part of the Mortgaged Property, then and notwithstanding any provision to the contrary contained in any Loan Document, the Mortgagor agrees that the Mortgagee shall have the right to suspend (until such time as the lien priority is fully released) any further advances to the Mortgagor (and the Mortgagee is released from all liability for failure to make such advances) except advances which the Mortgagee determines in its sole discretion are for the purpose of paying toward all or part of the cost of completing any erection, construction, alteration or repair of any part of the Mortgaged Property the financing of which, in whole or in part, the Mortgage was given to secure. (c) If the Mortgagor should at any time elect to limit the Obligations secured by this Mortgage pursuant to Section 8143(c) of the Open-End Mortgage Statute, the Mortgagor agrees that notice of such election shall: (i) not be effective unless and until it is served upon the Mortgagee in accordance with the provisions requirements of 42 Pa.C.S. §§8143 Section 8143(d) of the Open-End Mortgage Statute and 8144. Notwithstanding fully complies with the foregoing, requirements for the giving of notices under any Loan Document; (ii) release the Mortgagee from all obligation to the maximum extent permitted by law, Mortgagor hereby unconditionally and irrevocably waives its right to submit a notice to Mortgagee under 42 Pa.C.S. §8143(c). In addition to the other remedies available make any further advances under the Loan Agreement and any other document evidencing the Secured Obligations, any advances made after receipt of any such notice, whether or not made pursuant to 42 Pa.C.S. §8143 and/or §8144, shall be secured hereby and shall relate back Documents notwithstanding anything to the date when this Mortgage was left for recording with the recorder of deeds. In the event any person contrary contained in such notice or entity shall submit a notice to Mortgagee under 42 Pa.C.S. §8143(b), in addition to the other remedies available under this Mortgage, the Loan Agreement and any other document evidencing Documents; (iii) constitute, at the Secured Obligations, Mortgagor shall have the lien or encumbrance which is the subject of such notice removed of record in accordance with this Mortgage; and any advances made by Mortgagee after receipt of any such notice whether or not made under 42 Pa.C.S. §8143(b) shall be deemed to be obligatory advances made under, shall be secured hereby, and shall relate back to the date when this Mortgage was left for recording with the recorder of deeds. By placing or accepting any such lien or encumbrance against any or all election of the Subject PropertyMortgagee, the holder thereof shall be deemed to have agreed to the maximum extent permitted by law that its lien or encumbrance shall be subject and subordinate in lien priority to this Mortgage and to any subsequent advances made an Event of Default under the Loan Agreement Documents; and any other document evidencing (iv) not be effective to limit the Secured Obligations, to Mortgagor's liability for payment and performance of all accrued and unpaid interest and to all other sums secured hereby. This Mortgage is given to secure the obligations of Obligations for which the Mortgagor and certain of Mortgagor’s Affiliates under, is responsible under this Mortgage or in respect of, the other Loan Documents to which Mortgagor (including all reimbursement and its Affiliates are parties, up to that amount which is equal to the amount of the aggregate maximum permitted principal indebtedness provided under the terms of the Loan Documents and shall secure not only obligations with respect to presently existing indebtedness under the foregoing documents and indemnification agreements, but also any and all other indebtedness now owing or which may hereafter be owing by Mortgagor and its Affiliates to Mortgagee and/or Lenders, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and re-advances, pursuant to the Loan Documents, advances for the payment of taxes and assessments and municipal claims, maintenance charges, insurance premiums, costs incurred for the protection of the property or the lien of this Mortgage, expenses incurred by Mortgagee or any Lender by reason of a Default under this Mortgage, or for any other permissible purpose, ) whether such advances are obligatory Obligations arise prior or are to be at the option of Lenders, or otherwise, to the same extent as if such future advances were made on the date of the execution of this Mortgage. The lien of this Mortgage shall be valid as to all indebtedness secured hereby, including future advances, from the time of its filing for record in the recorder’s office of the county in which the property is located; and the lien of all present and future advances shall relate back subsequent to the date of this Mortgage. This Mortgage is intended to and shall be valid and have priority over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the real estate, to the extent of the maximum amount secured hereby. The amount of principal indebtedness that may be secured by this Mortgage may increase or decrease from time to time. The maximum amount of principal indebtedness outstanding at any one time shall not exceed $372,000,000 exclusive of accrued and unpaid interest and unpaid balances of advances and other extensions of credit secured by this Mortgage made for the payment of taxes, assessments, maintenance charges, insurance premiums and costs incurred for the protection of the Subject Property within the meaning of 42 Pa. C.S.A. § 8143(f), and expenses incurred by the Mortgagee or any Lender by reason of the occurrence of a Default under this Mortgage and other costs and advances to the fullest extent permitted by the terms of 42 Pa. C.S.A. § 8144such notice.