Remedies of Mortgagee. If any Event of Default shall occur and continues, the Mortgagee as agent of the other Noteholders, if any, personally or by attorney, in its or their discretion, may, insofar as not prohibited by law: (a) (i) take immediate possession of the Mortgaged Property, (ii) collect and receive all credits, outstanding accounts, bills receivable, rents, income, revenues and profits of the Mortgagor, pertaining to or arising from the Mortgaged Property, or any part thereof, and issue binding receipts therefor; and (iii) manage, control and operate the Mortgaged Property as fully as the Mortgagor might do if in possession thereof, including, without limitation, the making of all repairs or replacements deemed necessary or advisable; (b) Mortgagee, or any employee or agent of it, is hereby constituted and appointed as true and lawful attorney-in-fact of the Mortgagor with full power to (i) notify or require the Mortgagor to notify any and all customers that the Mortgaged Property has been assigned to Mortgagee and/or that Mortgagee has a security interest in the Mortgaged Property; (ii) sign and endorse the name of the Mortgagor upon any notes, checks, acceptances, drafts, money orders, or other instruments of payment (including payments made under any policy of insurance) that may come into possession of Mortgagee, or upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, assignment verification or notice in connection with receivables, all in full or part payment of any amount owing to Mortgagee; (iii) send requests for verifications of Mortgaged Property to customers or account debtors; (iv) sell, assign, xxx for, collect, or compromise payment of all or any part of the Mortgaged Property in the name of the Mortgagor or in its own name, or make any other disposition of Mortgaged Property, or any part thereof, for cash, credit, or any combination thereof; and Mortgagee may purchase all or any part of the Mortgaged Property at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price may set off the amount of such price against amount owing to the Mortgagee; granting to Mortgagee, as the attorney-in-fact of the Mortgagor, full power of substitution and full power to do any and all things necessary to be done in and about the premises fully and effectually as the Mortgagor might or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Neither Mortgagee, its employees, or agents shall be liable for any act, omission, error of judgment, or mistake of fact or law in its capacity as attorney-in-fact. This power of attorney is coupled with an interest and shall be irrevocable during the term of this Mortgage so long as any Notes shall remain outstanding; (c) proceed to protect and enforce the rights of the Mortgagee and the rights of the Noteholder(s) under this Mortgage by suits or actions in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or any agreement contained herein, for aid of execution of any power herein granted, for foreclosure hereunder, for sale of the Mortgaged Property, or any part thereof, for collection of debts hereby secured, or for enforcement of other appropriate legal or equitable remedies as may be deemed most effectual to protect and enforce the rights and remedies herein granted or conferred; and in the event any such action or suit is instituted, the Mortgagee or Noteholder(s) instituting such action or suit shall have the right to have appointed a receiver of the Mortgaged Property and of all rents, income, revenues, and profits pertaining thereto, or arising, derived, received, or had therefrom, from the commencement of such suit or action; and such receiver shall have all the usual powers and duties of receivers, in like and similar cases, to the fullest extent permitted by law; and if application shall be made for the appointment of a receiver, the Mortgagor hereby expressly consents that the court to which such application shall be made may make said appointment; (d) sell or cause to be sold the Mortgaged Property, all or in part, and all right, title, interest, claim, and demand of the Mortgagor therein or thereto, at public auction in any county in which the property to be sold is located, at such time, place, and manner as may be specified in the notice of sale, containing a brief general description of the property to be sold, giving a copy thereof to the Mortgagor by mail at least fifteen (15) days prior to the date fixed for such sale, and publishing the same once in each week for two successive calendar weeks prior to the date of such sale in a newspaper of general circulation published in said county, or if no such newspaper is published in such county, in a newspaper of general circulation in such county, the first such publication to be not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale. Any sale made under this subparagraph may be adjourned from time to time by announcement, at the time and place appointed for such sale or adjourned sale(s); and without further notice or publication the sale may be had at the time and place to which the same shall be adjourned; provided, however, that in the event another or different notice of sale or another or different manner of conducting the same shall be required by law, the notice of sale shall be given or the sale shall be conducted, as the case may be, in accordance with the applicable provisions of law. The expenses incurred by the Mortgagee (including, but not limited to, receiver’s fees, attorneys’ fees, cost of advertisement, and agents’ compensation) in the exercise of any of the remedies provided in this Mortgage shall be secured by this Mortgage; (e) Mortgagee shall have the right to enter and/or remain upon the premises of the Mortgagor without any obligation to pay rent to the Mortgagor or others, or any other place(s) where any of the Mortgaged Property is located and kept and: (i) remove the Mortgaged Property therefrom in order to maintain, collect, sell, and/or liquidate the Mortgaged Property or, (ii) use such premises, together with materials, supplies, books, and records of the Mortgagor, to maintain possession and/or the condition of the Mortgaged Property, and to prepare the Mortgaged Property for sale, liquidation, or collection. Mortgagee may require the Mortgagor to assemble the Mortgaged Property and make it available to Mortgagee at a place to be designated by Mortgagee; (f) Mortgagee shall have the right, without prior notice to the Mortgagor, to exercise rights of setoff, recoupment, or any counterclaim and apply any and all amounts held or hereafter held by Mortgagee, owed to the Mortgagor, or for the credit of the Mortgagor, against any and all of the Notes. Mortgagee agrees to notify the Mortgagor promptly after any such setoff or recoupment and the application thereof; provided that the failure to give such notice shall not affect the validity of such setoff, recoupment or application. Mortgagor waives all rights of setoff, deduction, recoupment, or counterclaim; and/or (g) Mortgagee shall have, in addition to any other rights and remedies contained in this Mortgage, and in any other agreements, guarantees, notes, mortgages, instruments, and documents heretofore, now, or at any time or times hereafter executed by the Mortgagor and delivered to Mortgagee, all of the rights and remedies of a secured party under the UCC in force in the state identified in the first paragraph hereof as of the date hereof, all of which rights and remedies shall be cumulative, and nonexclusive.
Appears in 1 contract
Samples: Mortgage, Security Agreement and Financing Statement
Remedies of Mortgagee. If Upon and at any time after the occurrence and during the continuance of an Event of Default shall occur and continues, the Mortgagee as agent of the other Noteholders, if any, personally or by attorney, in its or their discretion, may, insofar as not prohibited by lawDefault:
(a) (i) take immediate possession Mortgagee shall have the right and is hereby authorized, but without any obligation to do so, to perform any obligation or covenant that Mortgagor has failed to perform, and to discharge Mortgagor's obligation on behalf of the Mortgaged PropertyMortgagor and to pay any sums reasonably necessary for that purpose, (ii) collect and receive the sums so expended by Mortgagee shall be paid by Mortgagor on demand, shall bear interest at the Default Rate set forth in the Note, and shall be added to the indebtedness secured hereby. Mortgagee shall be subrogated to all creditsthe rights, outstanding accounts, bills receivable, rents, income, revenues equities and profits liens discharged by any such expenditure. Such performance by Mortgagee on behalf of the MortgagorMortgagor shall not constitute Mortgagee's waiver of such default and shall not limit Mortgagee's rights, pertaining to remedies and recourses hereunder or arising from the Mortgaged Property, as otherwise provided at law or any part thereof, and issue binding receipts therefor; and (iii) manage, control and operate the Mortgaged Property as fully as the Mortgagor might do if in possession thereof, including, without limitation, the making of all repairs or replacements deemed necessary or advisable;equity.
(b) Mortgagee, or any employee or agent of it, is hereby constituted and appointed as true and lawful attorney-in-fact The entire unpaid balance of the Mortgagor with full power to (i) notify or require the Mortgagor to notify any principal, accrued interest, and all customers that other sums due or thereafter to become due under the Mortgaged Property has been assigned to Mortgagee and/or that Mortgagee has a security interest in Note or this Mortgage shall, at the Mortgaged Property; (ii) sign and endorse the name of the Mortgagor upon any notes, checks, acceptances, drafts, money orders, or other instruments of payment (including payments made under any policy of insurance) that may come into possession option of Mortgagee, or upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, assignment verification or notice in connection with receivables, all in full or part payment of any amount owing to Mortgagee; (iii) send requests for verifications of Mortgaged Property to customers or account debtors; (iv) sell, assign, xxx for, collect, or compromise payment of all or any part of the Mortgaged Property in the name of the Mortgagor or in its own name, or make any other disposition of Mortgaged Property, or any part thereof, for cash, credit, or any combination thereof; become immediately due and Mortgagee may purchase all or any part of the Mortgaged Property at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price may set off the amount of such price against amount owing to the Mortgagee; granting to Mortgagee, as the attorney-in-fact of the Mortgagor, full power of substitution and full power to do any and all things necessary to be done in and about the premises fully and effectually as the Mortgagor might or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Neither Mortgagee, its employees, or agents shall be liable for any act, omission, error of judgment, or mistake of fact or law in its capacity as attorney-in-fact. This power of attorney is coupled with an interest and shall be irrevocable during the term of this Mortgage so long as any Notes shall remain outstanding;
(c) proceed to protect and enforce the rights of the Mortgagee and the rights of the Noteholder(s) under this Mortgage by suits or actions in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or any agreement contained herein, for aid of execution of any power herein granted, for foreclosure hereunder, for sale of the Mortgaged Property, or any part thereof, for collection of debts hereby secured, or for enforcement of other appropriate legal or equitable remedies as may be deemed most effectual to protect and enforce the rights and remedies herein granted or conferred; and in the event any such action or suit is instituted, the Mortgagee or Noteholder(s) instituting such action or suit shall have the right to have appointed a receiver of the Mortgaged Property and of all rents, income, revenues, and profits pertaining thereto, or arising, derived, received, or had therefrom, from the commencement of such suit or action; and such receiver shall have all the usual powers and duties of receivers, in like and similar cases, to the fullest extent permitted by law; and if application shall be made for the appointment of a receiver, the Mortgagor hereby expressly consents that the court to which such application shall be made may make said appointment;
(d) sell or cause to be sold the Mortgaged Property, all or in part, and all right, title, interest, claim, and demand of the Mortgagor therein or thereto, at public auction in any county in which the property to be sold is located, at such time, place, and manner as may be specified in the notice of sale, containing a brief general description of the property to be sold, giving a copy thereof to the Mortgagor by mail at least fifteen (15) days prior to the date fixed for such sale, and publishing the same once in each week for two successive calendar weeks prior to the date of such sale in a newspaper of general circulation published in said county, or if no such newspaper is published in such county, in a newspaper of general circulation in such county, the first such publication to be not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale. Any sale made under this subparagraph may be adjourned from time to time by announcement, at the time and place appointed for such sale or adjourned sale(s); and payable without further notice or publication the sale demand, all of which may be had at the time and place to which the same shall be adjourned; provided, however, that in the event another recovered by any one or different notice of sale or another or different manner of conducting the same shall be required by law, the notice of sale shall be given or the sale shall be conducted, as the case may be, in accordance with the applicable provisions of law. The expenses incurred by the Mortgagee (including, but not limited to, receiver’s fees, attorneys’ fees, cost of advertisement, and agents’ compensation) in the exercise of any more of the remedies provided in this Mortgage Mortgage, in the Note and/or in the other Loan Documents;
(c) Mortgagee shall be have and may exercise all the rights and remedies permitted by law, including without limitation the right to foreclose this Mortgage, and proceed thereon to final judgment and execution thereon for the entire unpaid balance of the Note, interest at the Default Rate set forth in the Note, and together with all other sums secured by this Mortgage;
(e) , all costs of suit, interest at the Default Rate set forth in the Note on any judgment obtained by Mortgagee shall have from and after the right to enter and/or remain upon the premises date of the Mortgagor without any obligation to pay rent to the Mortgagor or others, or any other place(s) where any Sheriff's Sale of the Mortgaged Property until actual payment is located made by the Sheriff of the full amount due Mortgagee, and kept and: (i) remove reasonable attorney's fees, without further stay, any law, usage or custom to the contrary notwithstanding. In any such foreclosure proceedings, the Mortgaged Property therefrom in order to maintainmay be sold, collect, sell, and/or liquidate at the Mortgaged Property or, (ii) use such premises, together with materials, supplies, books, and records option of the Mortgagor, to maintain possession and/or the condition of the Mortgaged Property, and to prepare the Mortgaged Property for sale, liquidation, or collection. Mortgagee may require the Mortgagor to assemble the Mortgaged Property and make it available to Mortgagee at a place to be designated by Mortgagee;
(f) Mortgagee shall have the right, without prior notice to the Mortgagor, to exercise rights of setoff, recoupment, or any counterclaim and apply any and all amounts held or hereafter held by Mortgagee, owed to the Mortgagor, either (a) in one lot or for the credit of the Mortgagor, against any unit and all of the Notes. Mortgagee agrees to notify the Mortgagor promptly after any such setoff or recoupment and the application thereofas an entirety; provided that the failure to give such notice shall not affect the validity of such setoff, recoupment or application. Mortgagor waives all rights of setoff, deduction, recoupment, or counterclaim; and/or
(g) Mortgagee shall have, in addition to any other rights and remedies contained in this Mortgage, and in any other agreements, guarantees, notes, mortgages, instruments, and documents heretofore, now, or at any time or times hereafter executed by the Mortgagor and delivered to Mortgagee, all of the rights and remedies of a secured party under the UCC in force in the state identified in the first paragraph hereof as of the date hereof, all of which rights and remedies shall be cumulative, and nonexclusive.or
Appears in 1 contract
Remedies of Mortgagee. If any Event if one or more of the Events of Default shall occur and continuesbe continuing, the Mortgagee as agent of the other Noteholders, if any, personally or by attorney, in its or their discretion, may, insofar on behalf of all of the noteholders, in so far as not prohibited by law:
(a) (i) take immediate possession of the Mortgaged Property, (ii) collect and receive all credits, outstanding accounts, accounts and bills receivable, receivable of the Mortgagor and all rents, income, revenues and profits of the Mortgagor, pertaining to or arising from the Mortgaged Property, or any part thereof, whether then past due or accruing thereafter, and issue binding receipts therefor; and (iii) manage, control and operate the Mortgaged Property as fully as the Mortgagor might do if in possession thereof, including, without limitation, the making of all repairs or replacements deemed necessary or advisable;
(b) Mortgagee, or any employee or agent of it, is hereby constituted and appointed as true and lawful attorney-in-fact of the Mortgagor with full power to (i) notify or require the Mortgagor to notify any and all customers that the Mortgaged Property has been assigned to Mortgagee and/or that Mortgagee has a security interest in the Mortgaged Property; (ii) sign and endorse the name of the Mortgagor upon any notes, checks, acceptances, drafts, money orders, or other instruments of payment (including payments made under any policy of insurance) that may come into possession of Mortgagee, or upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, assignment verification or notice in connection with receivables, all in full or part payment of any amount owing to Mortgagee; (iii) send requests for verifications of Mortgaged Property to customers or account debtors; (iv) sell, assign, xxx for, collect, or compromise payment of all or any part of the Mortgaged Property in the name of the Mortgagor or in its own name, or make any other disposition of Mortgaged Property, or any part thereof, for cash, credit, or any combination thereof; and Mortgagee may purchase all or any part of the Mortgaged Property at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price may set off the amount of such price against amount owing to the Mortgagee; granting to Mortgagee, as the attorney-in-fact of the Mortgagor, full power of substitution and full power to do any and all things necessary to be done in and about the premises fully and effectually as the Mortgagor might or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Neither Mortgagee, its employees, or agents shall be liable for any act, omission, error of judgment, or mistake of fact or law in its capacity as attorney-in-fact. This power of attorney is coupled with an interest and shall be irrevocable during the term of this Mortgage so long as any Notes shall remain outstanding;
(c) proceed to protect and enforce the rights of the Mortgagee and the rights of the Noteholder(s) under this Mortgage each mortgagee by suits or actions in equity or at law in any court or courts of competent jurisdiction, whether for specific performance of any covenant or any agreement contained herein, for herein or in aid of the execution of any power herein granted, granted or for the foreclosure hereunder, hereof or hereunder or for the sale of the Mortgaged Property, or any part thereof, for collection of or to collect the debts hereby secured, secured or for the enforcement of such other or additional appropriate legal or equitable remedies as may be deemed most effectual necessary or advisable to protect and enforce the rights and remedies herein granted or conferred; , and in the event of the institution of any such action or suit is instituted, the Mortgagee or Noteholder(s) mortgagee instituting such action or suit shall have the right to have appointed a receiver of the Mortgaged Property and of all rents, income, revenues, revenues and profits pertaining theretothereto or arising therefrom, whether then past due or arisingaccruing after the appointment of such receiver, derived, received, received or had therefrom, from the time of the commencement of such suit or action; , and such receiver shall have all the usual powers and duties of receivers, receivers in like and similar cases, to the fullest extent permitted by law; , and if application shall be made for the appointment of a receiver, receiver the Mortgagor hereby expressly consents that the court to which such application shall be made may make said appointment;; and
(dc) sell or cause to be sold all and singular the Mortgaged Property, all Property or in partany part thereof, and all right, title, interest, claim, claim and demand of the Mortgagor therein or thereto, at public auction at such place in any county in which the property to be sold sold, or any part thereof, is located, at such time, place, time and manner upon such terms as may be specified in the a notice of sale, containing which shall state the time when and the place where the sale is to be held, shall contain a brief general description of the property to be sold, giving and shall be given by mailing a copy thereof to the Mortgagor by mail at least fifteen (15) days prior to the date fixed for such sale, sale and by publishing the same once in each week for two successive calendar weeks prior to the date of such sale in a newspaper of general circulation published in said countycounty or, or if no such newspaper is published in such county, in a newspaper of general circulation in such county, the first such publication to be not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale. Any sale to be made under this subparagraph (c) of this Section 5.03 may be adjourned from time to time by announcement, announcement at the time and place appointed for such sale or for such adjourned sale(s); sale or sales, and without further notice or publication the sale may be had at the time and place to which the same shall be adjourned; providedPROVIDED, howeverHOWEVER, that in the event another or different notice of sale or another or different manner of conducting the same shall be required by law, law the notice of sale shall be given or the sale shall be conducted, as the case may be, in accordance with the applicable provisions of law. The expenses expense incurred by the Mortgagee such mortgagee (including, but not limited to, receiver’s 's fees, attorneys’ counsel fees, cost of advertisement, advertisement and agents’ ' compensation) in the exercise of any of the remedies provided in this Mortgage shall be secured by this Mortgage;
(e) Mortgagee shall have the right to enter and/or remain upon the premises of the Mortgagor without any obligation to pay rent to the Mortgagor or others, or any other place(s) where any of the Mortgaged Property is located and kept and: (i) remove the Mortgaged Property therefrom in order to maintain, collect, sell, and/or liquidate the Mortgaged Property or, (ii) use such premises, together with materials, supplies, books, and records of the Mortgagor, to maintain possession and/or the condition of the Mortgaged Property, and to prepare the Mortgaged Property for sale, liquidation, or collection. Mortgagee may require the Mortgagor to assemble the Mortgaged Property and make it available to Mortgagee at a place to be designated by Mortgagee;
(f) Mortgagee shall have the right, without prior notice to the Mortgagor, to exercise rights of setoff, recoupment, or any counterclaim and apply any and all amounts held or hereafter held by Mortgagee, owed to the Mortgagor, or for the credit of the Mortgagor, against any and all of the Notes. Mortgagee agrees to notify the Mortgagor promptly after any such setoff or recoupment and the application thereof; provided that the failure to give such notice shall not affect the validity of such setoff, recoupment or application. Mortgagor waives all rights of setoff, deduction, recoupment, or counterclaim; and/or
(g) Mortgagee shall have, in addition to any other rights and remedies contained in this Mortgage, and in any other agreements, guarantees, notes, mortgages, instruments, and documents heretofore, now, or at any time or times hereafter executed by the Mortgagor and delivered to Mortgagee, all of the rights and remedies of a secured party under the UCC in force in the state identified in the first paragraph hereof as of the date hereof, all of which rights and remedies shall be cumulative, and nonexclusive.
Appears in 1 contract
Samples: Mortgage and Security Agreement (Cap Rock Energy Corp)
Remedies of Mortgagee. If Upon the occurrence of any Event of Default shall occur and continuesDefault, the Mortgagee as agent may immediately do any one or more of the other Noteholders, if any, personally or by attorney, in its or their discretion, may, insofar as not prohibited by lawfollowing:
(a) (i) take immediate possession Declare the outstanding principal amount of the Mortgaged Property, (ii) collect Note and receive all credits, outstanding accounts, bills receivable, rents, income, revenues and profits of the Mortgagor, pertaining to or arising from the Mortgaged Property, or any part thereofinterest accrued thereon, and issue binding receipts therefor; all other sums comprising the Secured Indebtedness, to be due and (iii) managepayable immediately, control and operate the Mortgaged Property as fully as the Mortgagor might do if in possession thereofupon such declaration such principal and interest and other sums shall immediately become due and payable without demand, including, without limitation, the making of all repairs notice or replacements deemed necessary or advisable;presentment for payment.
(b) Mortgagee, Mortgagee may proceed by suit or suits at law or in equity or by any employee other appropriate proceeding or agent of it, is hereby constituted and appointed as true and lawful attorney-in-fact of the Mortgagor with full power to remedy (i) notify to enforce payment of the Note or require the Mortgagor performance of any term hereof or any other right; (ii) to notify any foreclose this Mortgage and all customers that to sell, as an entirety or in separate lots or parcels, the Mortgaged Property has been assigned under the judgment or decree of the court or courts of competent jurisdiction; (iii) to Mortgagee and/or that Mortgagee has a security interest in collect all Rents, issues, profits, revenues, income, proceeds or other benefits from the Mortgaged Property; (iiiv) sign and endorse the name to seek appointment of the Mortgagor upon any notes, checks, acceptances, drafts, money orders, or other instruments of payment (including payments made under any policy of insurance) that may come into possession of Mortgagee, or upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, assignment verification or notice in connection with receivables, all in full or part payment of any amount owing to Mortgageea receiver; (iiiv) send requests for verifications of Mortgaged Property to customers or account debtors; (iv) sell, assign, xxx for, collect, or compromise payment of all or any part of the Mortgaged Property in the name of the Mortgagor or in its own name, or make any other disposition of Mortgaged Property, or any part thereof, for cash, credit, or any combination thereof; enter upon and Mortgagee may purchase all or any part of the Mortgaged Property at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price may set off the amount of such price against amount owing to the Mortgagee; granting to Mortgagee, as the attorney-in-fact of the Mortgagor, full power of substitution and full power to do any and all things necessary to be done in and about the premises fully and effectually as the Mortgagor might or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Neither Mortgagee, its employees, or agents shall be liable for any act, omission, error of judgment, or mistake of fact or law in its capacity as attorney-in-fact. This power of attorney is coupled with an interest and shall be irrevocable during the term of this Mortgage so long as any Notes shall remain outstanding;
(c) proceed to protect and enforce the rights of the Mortgagee and the rights of the Noteholder(s) under this Mortgage by suits or actions in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or any agreement contained herein, for aid of execution of any power herein granted, for foreclosure hereunder, for sale of the Mortgaged Property, or any part thereof, for collection of debts hereby secured, or for enforcement of other appropriate legal or equitable remedies as may be deemed most effectual to protect and enforce the rights and remedies herein granted or conferred; and in the event any such action or suit is instituted, the Mortgagee or Noteholder(s) instituting such action or suit shall have the right to have appointed a receiver take possession of the Mortgaged Property and of to collect all rentsRents, incomeissues, profits, revenues, income or other benefits thereof and profits pertaining thereto, or arising, derived, received, or had therefrom, from apply the commencement of such suit or action; same as the court may direct and such receiver shall have all the usual rights and powers and duties of receivers, in like and similar cases, to the fullest extent permitted by under law; and if application shall be made for the appointment of a receiver(vi) to pursue any other remedy available to it, the Mortgagor hereby expressly consents that the court to which such application shall be made may make said appointment;
(d) sell or cause to be sold the Mortgaged Property, all or in part, and all right, title, interest, claim, and demand of the Mortgagor therein or thereto, at public auction in any county in which the property to be sold is located, at such time, place, and manner as may be specified in the notice of sale, containing a brief general description of the property to be sold, giving a copy thereof to the Mortgagor by mail at least fifteen (15) days prior to the date fixed for such sale, and publishing the same once in each week for two successive calendar weeks prior to the date of such sale in a newspaper of general circulation published in said county, or if no such newspaper is published in such county, in a newspaper of general circulation in such county, the first such publication to be not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale. Any sale made under this subparagraph may be adjourned from time to time by announcement, at the time and place appointed for such sale or adjourned sale(s); and without further notice or publication the sale may be had at the time and place to which the same shall be adjourned; provided, however, that in the event another or different notice of sale or another or different manner of conducting the same shall be required by law, the notice of sale shall be given or the sale shall be conducted, as the case may be, in accordance with the applicable provisions of law. The expenses incurred by the Mortgagee (including, but not limited to, receiver’s fees, attorneys’ fees, cost of advertisement, and agents’ compensation) in the exercise of any of the remedies provided in this Mortgage shall be secured by this Mortgage;
(e) Mortgagee shall have the right to enter and/or remain upon the premises of the Mortgagor without any obligation to pay rent to the Mortgagor or others, or any other place(s) where any taking possession of the Mortgaged Property is located without notice or hearing to Mortgagor; (vii) to make repairs, alterations, additions and kept and: (i) remove the Mortgaged Property therefrom in order improvements to maintain, collect, sell, and/or liquidate the Mortgaged Property or, (ii) use such premises, together with materials, supplies, books, and records of the Mortgagor, to maintain possession and/or the condition of the Mortgaged Property, and to prepare the Mortgaged Property for sale, liquidationthe purpose of preserving it or its value; or (viii) to surrender all insurance policies. Mortgagee shall take action either by such proceedings or by the exercise of its power with respect to entry or taking possession, or collection. both as Mortgagee may require the Mortgagor to assemble the Mortgaged Property and make it available to Mortgagee at a place to be designated by Mortgagee;determine.
(fc) Mortgagee shall have the right, without prior notice to the Mortgagor, to exercise rights of setoff, recoupment, or any counterclaim and apply Pursue any and all amounts held or hereafter held by Mortgageeremedies available under the Code, owed it being agreed that ten (10) days' notice as to the Mortgagortime, or for the credit date and place of the Mortgagor, against any proposed sale shall be reasonable.
(d) Exercise any and all of the Notes. Mortgagee agrees to notify the Mortgagor promptly after any such setoff rights or recoupment and the application thereof; provided that the failure to give such notice shall not affect the validity of such setoff, recoupment or application. Mortgagor waives all rights of setoff, deduction, recoupment, or counterclaim; and/or
(g) Mortgagee shall have, in addition to any other rights and remedies as contained in this Mortgage, and in any the other agreements, guarantees, notes, mortgages, instruments, and documents heretofore, now, or at any time or times hereafter executed by the Mortgagor and delivered to Mortgagee, all of the rights and remedies of a secured party under the UCC in force in the state identified in the first paragraph hereof as of the date hereof, all of which rights and remedies shall be cumulative, and nonexclusiveLoan Documents.
Appears in 1 contract
Samples: Mortgage, Security Agreement, Financing Statement and Assignment of Rents (Bovie Medical Corp)
Remedies of Mortgagee. If Upon or at any time after an Event of Default shall occur Default, Mortgagee may, at its option, without waiving such Event of Default, without notice and continues, without regard to the Mortgagee as agent adequacy of the other Noteholderssecurity for the Debt, if any, personally either in person or by attorneyagent, with or without bringing any action or proceeding, or by a receiver appointed by a court, take possession of the Mortgaged Property and have, hold, manage, lease and operate the Mortgaged Property on such terms and for such period of time as Mortgagee may deem proper and either with or without taking possession of the Mortgaged Property in its own name, demand, xxx for or their discretionotherwise collect and receive all Rents, mayincluding those past due and unpaid with full power to make from time to time all alterations, insofar renovations, repairs or replacements thereto or thereof as not prohibited by may seem proper to Mortgagee and may apply the Rents to the payment of the following in such order and proportion as Mortgagee in its sole discretion may determine, any law:
, custom or use to the contrary notwithstanding: (a) (i) take immediate all expenses of managing and securing the Mortgaged Property, including, without being limited thereto, the salaries, fees and wages of a managing agent and such other employees or agents as Mortgagee may deem necessary or desirable and all expenses of operating and maintaining the Mortgaged Property, including, without being limited thereto, all taxes, charges, claims, assessments, water charges, sewer rents and any other liens, and premiums for all insurance which Mortgagee may deem necessary or desirable, and the cost of all alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the Mortgaged Property, (ii) collect and receive all credits, outstanding accounts, bills receivable, rents, income, revenues and profits of the Mortgagor, pertaining to or arising from the Mortgaged Property, or any part thereof, and issue binding receipts therefor; and (iii) manage, control and operate the Mortgaged Property as fully as the Mortgagor might do if in possession thereof, including, without limitation, the making of all repairs or replacements deemed necessary or advisable;
(b) Mortgageethe Debt, or any employee or agent (including all costs and attorneys' fees). In addition to the rights which Mortgagee may have herein, upon the occurrence of itan Event of Default, is hereby constituted and appointed as true and lawful attorney-in-fact of the Mortgagor with full power to (i) notify or Mortgagee at its option may require the Mortgagor to notify any vacate and all customers that the Mortgaged Property has been assigned to Mortgagee and/or that Mortgagee has a security interest in the Mortgaged Property; (ii) sign and endorse the name of the Mortgagor upon any notes, checks, acceptances, drafts, money orders, or other instruments of payment (including payments made under any policy of insurance) that may come into surrender possession of Mortgagee, or upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, assignment verification or notice in connection with receivables, all in full or part payment of any amount owing to Mortgagee; (iii) send requests for verifications of Mortgaged Property to customers or account debtors; (iv) sell, assign, xxx for, collect, or compromise payment of all or any part of the Mortgaged Property to Mortgagee or to such receiver and, in the name of the Mortgagor or in its own name, or make any other disposition of Mortgaged Property, or any part default thereof, for cash, credit, or any combination thereof; and Mortgagee may purchase all or any part of the Mortgaged Property at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price may set off the amount of such price against amount owing to the Mortgagee; granting to Mortgagee, as the attorney-in-fact of the Mortgagor, full power of substitution and full power to do any and all things necessary to be done in and about the premises fully and effectually as the Mortgagor might or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Neither Mortgagee, its employees, or agents shall be liable for any act, omission, error of judgment, or mistake of fact or law in its capacity as attorney-in-fact. This power of attorney is coupled with an interest and shall be irrevocable during the term of this Mortgage so long as any Notes shall remain outstanding;
(c) proceed to protect and enforce the rights of the Mortgagee and the rights of the Noteholder(s) under this Mortgage by suits or actions in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or any agreement contained herein, for aid of execution of any power herein granted, for foreclosure hereunder, for sale of the Mortgaged Property, or any part thereof, for collection of debts hereby secured, or for enforcement of other appropriate legal or equitable remedies as may be deemed most effectual to protect and enforce the rights and remedies herein granted evicted by summary proceedings or conferred; and in the event any otherwise. Additionally, upon such action or suit is institutedEvent of Default, the Mortgagee or Noteholder(s) instituting such action or suit shall have the right to have appointed a receiver of the Mortgaged Property and of all rents, income, revenues, and profits pertaining thereto, or arising, derived, received, or had therefrom, from the commencement of such suit or action; and such receiver shall have all the usual powers and duties of receivers, in like and similar cases, to the fullest extent permitted by law; and if application shall be made for the appointment of a receiver, the Mortgagor hereby expressly consents that the court to which such application shall be made may make said appointment;
(d) sell or cause to be sold the Mortgaged Property, all or in part, and all right, title, interest, claim, and demand of the Mortgagor therein or thereto, at public auction in any county in which the property to be sold is located, at such time, place, and manner as may be specified in the notice of sale, containing a brief general description of the property to be sold, giving a copy thereof to the Mortgagor by mail at least fifteen (15) days prior to the date fixed for such sale, and publishing the same once in each week for two successive calendar weeks prior to the date of such sale in a newspaper of general circulation published in said county, or if no such newspaper is published in such county, in a newspaper of general circulation in such county, the first such publication to be not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale. Any sale made under this subparagraph may be adjourned from time to time by announcement, at the time and place appointed for such sale or adjourned sale(s); and without further notice or publication the sale may be had at the time and place to which the same shall be adjourned; provided, however, that in the event another or different notice of sale or another or different manner of conducting the same shall be required by law, the notice of sale shall be given or the sale shall be conducted, as the case may be, in accordance with the applicable provisions of law. The expenses incurred by the Mortgagee (including, but not limited to, receiver’s fees, attorneys’ fees, cost of advertisement, and agents’ compensation) in the exercise of any of the remedies provided in this Mortgage shall be secured by this Mortgage;
(e) Mortgagee shall have the right to enter and/or remain upon establish a lock box for the premises deposit of the all Rents and other receivables of Mortgagor without any obligation relating to pay rent to the Mortgagor or others, or any other place(s) where any of the Mortgaged Property is located and kept and: (i) remove the Mortgaged Property therefrom in order to maintain, collect, sell, and/or liquidate the Mortgaged Property or, (ii) use such premises, together with materials, supplies, books, and records of the Mortgagor, to maintain possession and/or the condition of the Mortgaged Property, and to prepare the Mortgaged Property for sale, liquidation, or collection. Mortgagee may require the Mortgagor to assemble the Mortgaged Property and make it available to Mortgagee at a place to be designated by Mortgagee;
(f) Mortgagee shall have the right, without prior notice to the Mortgagor, to exercise rights of setoff, recoupment, or any counterclaim and apply pay any and all amounts held or hereafter held by Mortgageecosts and expenses for such lock box. For purposes of subsections (a), owed (b), (c) and (d), Mortgagor grants to the MortgagorMortgagee its irrevocable power of attorney, or for the credit of the Mortgagorcoupled with an interest, against to take any and all of the Notesaforementioned actions and any or all other actions designated by Mortgagee for the proper management and preservation of the Mortgaged Property. The exercise by Mortgagee agrees to notify of the Mortgagor promptly after any such setoff or recoupment option granted it in this paragraph and the collection of the Rents and the application thereof; thereof as herein provided that the failure to give such notice shall not affect the validity be considered a waiver of such setoff, recoupment or application. Mortgagor waives all rights any Event of setoff, deduction, recoupment, or counterclaim; and/or
(g) Mortgagee shall have, in addition to Default under any other rights and remedies contained in this Mortgage, and in any other agreements, guarantees, notes, mortgages, instruments, and documents heretofore, now, or at any time or times hereafter executed by the Mortgagor and delivered to Mortgagee, all of the rights and remedies of a secured party under the UCC in force in the state identified in the first paragraph hereof as of the date hereof, all of which rights and remedies shall be cumulative, and nonexclusiveLoan Documents.
Appears in 1 contract
Samples: Mortgage, Deed of Trust and Security Agreement (Concord Milestone Plus L P)
Remedies of Mortgagee. If any Upon the occurrence and continuance of an Event of Default beyond applicable cure periods, or in case the Obligations shall occur have become due and continuespayable, the Mortgagee as agent whether by lapse of the other Noteholders, if any, personally time or by attorneyacceleration, then and in its or their discretion, may, insofar as not prohibited by law:
(a) (i) take immediate possession of the Mortgaged Property, (ii) collect and receive all credits, outstanding accounts, bills receivable, rents, income, revenues and profits of the Mortgagor, pertaining to or arising from the Mortgaged Property, or any part thereof, and issue binding receipts therefor; and (iii) manage, control and operate the Mortgaged Property as fully as the Mortgagor might do if in possession thereof, including, without limitation, the making of all repairs or replacements deemed necessary or advisable;
(b) Mortgagee, or any employee or agent of it, is hereby constituted and appointed as true and lawful attorney-in-fact of the Mortgagor with full power to (i) notify or require the Mortgagor to notify any and all customers that the Mortgaged Property has been assigned to Mortgagee and/or that Mortgagee has a security interest in the Mortgaged Property; (ii) sign and endorse the name of the Mortgagor upon any notes, checks, acceptances, drafts, money orders, or other instruments of payment (including payments made under any policy of insurance) that may come into possession of Mortgagee, or upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, assignment verification or notice in connection with receivables, all in full or part payment of any amount owing to Mortgagee; (iii) send requests for verifications of Mortgaged Property to customers or account debtors; (iv) sell, assign, xxx for, collect, or compromise payment of all or any part of the Mortgaged Property in the name of the Mortgagor or in its own name, or make any other disposition of Mortgaged Property, or any part thereof, for cash, credit, or any combination thereof; and every such case Mortgagee may purchase all or any part of the Mortgaged Property at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price may set off the amount of such price against amount owing to the Mortgagee; granting to Mortgagee, as the attorney-in-fact of the Mortgagor, full power of substitution and full power to do any and all things necessary to be done in and about the premises fully and effectually as the Mortgagor might or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Neither Mortgagee, its employees, or agents shall be liable for any act, omission, error of judgment, or mistake of fact or law in its capacity as attorney-in-fact. This power of attorney is coupled with an interest and shall be irrevocable during the term of this Mortgage so long as any Notes shall remain outstanding;
(c) proceed to protect and enforce the rights of the Mortgagee and the rights of the Noteholder(s) under this Mortgage its right by a suit or suits or actions in equity or at law in any court of competent jurisdictionlaw, whether either for the specific performance of any covenant or any agreement contained herein, for herein or in the Affiliate Guaranty Documents or in aid of the execution of any power herein or therein granted, for foreclosure hereunder, for sale of the Mortgaged Property, or any part thereof, for collection of debts hereby secured, or for the foreclosure of this Security Instrument, or for the enforcement of any other appropriate legal or equitable remedies remedy. By execution hereof, Mortgagor acknowledges and consents to statutory foreclosure pursuant to Ark. Code Xxx. §§ 00-00-000 et seq. (1992 Supp.). In case of any sale of the Premises pursuant to any judgment or decree of any court or otherwise in connection with the enforcement of any of the terms of this Security Instrument, Mortgagee, its successors or assigns, may become the purchaser, and for the purpose of making settlement for or payment of the purchase price, shall be entitled to turn in and use the Affiliate Guaranty and any claims for interest matured and unpaid thereon, together with additions to the mortgage debt, if any, in order that such sums may be credited as paid on the purchase price. Each and every power or remedy herein specifically given shall be in addition to every other power or remedy, existing or implied, given now or hereafter existing at law or in equity, and each and every power and remedy herein specifically given or otherwise so existing may be exercised from time to time and as often and in such order as may be deemed most effectual to protect expedient by Mortgagee, and enforce the rights and remedies herein granted exercise or conferred; and in the event any such action beginning of the exercise of one power or suit is instituted, the Mortgagee or Noteholder(s) instituting such action or suit remedy shall have not be deemed a waiver of the right to have appointed a receiver of the Mortgaged Property and of all rents, income, revenues, and profits pertaining thereto, or arising, derived, received, or had therefrom, from the commencement of such suit or action; and such receiver shall have all the usual powers and duties of receivers, in like and similar cases, to the fullest extent permitted by law; and if application shall be made for the appointment of a receiver, the Mortgagor hereby expressly consents that the court to which such application shall be made may make said appointment;
(d) sell or cause to be sold the Mortgaged Property, all or in part, and all right, title, interest, claim, and demand of the Mortgagor therein or thereto, exercise at public auction in any county in which the property to be sold is located, at such time, place, and manner as may be specified in the notice of sale, containing a brief general description of the property to be sold, giving a copy thereof to the Mortgagor by mail at least fifteen (15) days prior to the date fixed for such sale, and publishing the same once in each week for two successive calendar weeks prior to the date time or thereafter any other power or remedy. No delay or omission of such sale in a newspaper of general circulation published in said county, or if no such newspaper is published in such county, in a newspaper of general circulation in such county, the first such publication to be not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale. Any sale made under this subparagraph may be adjourned from time to time by announcement, at the time and place appointed for such sale or adjourned sale(s); and without further notice or publication the sale may be had at the time and place to which the same shall be adjourned; provided, however, that in the event another or different notice of sale or another or different manner of conducting the same shall be required by law, the notice of sale shall be given or the sale shall be conducted, as the case may be, in accordance with the applicable provisions of law. The expenses incurred by the Mortgagee (including, but not limited to, receiver’s fees, attorneys’ fees, cost of advertisement, and agents’ compensation) in the exercise of any of the remedies provided in this Mortgage right or power accruing hereunder shall impair any such right or power or be secured by this Mortgage;
(e) Mortgagee shall have the right to enter and/or remain upon the premises of the Mortgagor without any obligation to pay rent to the Mortgagor or others, or any other place(s) where any of the Mortgaged Property is located and kept and: (i) remove the Mortgaged Property therefrom in order to maintain, collect, sell, and/or liquidate the Mortgaged Property or, (ii) use such premises, together with materials, supplies, books, and records of the Mortgagor, to maintain possession and/or the condition of the Mortgaged Property, and to prepare the Mortgaged Property for sale, liquidation, or collection. Mortgagee may require the Mortgagor to assemble the Mortgaged Property and make it available to Mortgagee at a place construed to be designated by Mortgagee;
(f) Mortgagee shall have the right, without prior notice to the Mortgagor, to exercise rights a waiver of setoff, recoupment, any default or any counterclaim and apply any and all amounts held or hereafter held by Mortgagee, owed to the Mortgagor, or for the credit of the Mortgagor, against any and all of the Notes. Mortgagee agrees to notify the Mortgagor promptly after any such setoff or recoupment and the application thereof; provided that the failure to give such notice shall not affect the validity of such setoff, recoupment or application. Mortgagor waives all rights of setoff, deduction, recoupment, or counterclaim; and/or
(g) Mortgagee shall have, in addition to any other rights and remedies contained in this Mortgage, and in any other agreements, guarantees, notes, mortgages, instruments, and documents heretofore, now, or at any time or times hereafter executed by the Mortgagor and delivered to Mortgagee, all of the rights and remedies of a secured party under the UCC in force in the state identified in the first paragraph hereof as of the date hereof, all of which rights and remedies shall be cumulative, and nonexclusiveacquiescence therein.
Appears in 1 contract
Samples: Junior Mortgage, Security Agreement and Fixture Filing (HC Government Realty Trust, Inc.)
Remedies of Mortgagee. If Upon the occurrence of any Event of Default shall occur and continuesDefault, the Mortgagee as agent may immediately do any one or more of the other Noteholders, if any, personally or by attorney, in its or their discretion, may, insofar as not prohibited by lawfollowing:
(a) (i) take immediate possession Declare the outstanding principal amount of the Mortgaged Property, (ii) collect Note and receive all credits, outstanding accounts, bills receivable, rents, income, revenues and profits of the Mortgagor, pertaining to or arising from the Mortgaged Property, or any part thereofinterest accrued thereon, and issue binding receipts therefor; all other sums comprising the Secured Indebtedness, to be due and (iii) managepayable immediately, control and operate the Mortgaged Property as fully as the Mortgagor might do if in possession thereofupon such declaration such principal and interest and other sums shall immediately become due and payable without demand, including, without limitation, the making of all repairs notice or replacements deemed necessary or advisable;presentment for payment.
(b) Mortgagee, Mortgagee may proceed by suit or suits at law or in equity or by any employee other appropriate proceeding or agent of it, is hereby constituted and appointed as true and lawful attorney-in-fact of the Mortgagor with full power to remedy (i) notify to enforce payment of the Note or require the Mortgagor performance of any term hereof or any other right; (ii) to notify any foreclose this Mortgage and all customers that to sell, as an entirety or in separate lots or parcels, the Mortgaged Property has been assigned under the judgment or decree of the court or courts of competent jurisdiction; (iii) to Mortgagee and/or that Mortgagee has a security interest in collect all Rents, issues, profits, revenues, income, proceeds or other benefits from the Mortgaged Property; (ii) sign and endorse the name of the Mortgagor upon any notes, checks, acceptances, drafts, money orders, or other instruments of payment (including payments made under any policy of insurance) that may come into possession of Mortgagee, or upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, assignment verification or notice in connection with receivables, all in full or part payment of any amount owing to Mortgagee; (iii) send requests for verifications of Mortgaged Property to customers or account debtors; (iv) sell, assign, xxx for, collect, or compromise payment to seek appointment of all or any part of the Mortgaged Property in the name of the Mortgagor or in its own name, or make any other disposition of Mortgaged Property, or any part thereof, for cash, credit, or any combination thereof; and Mortgagee may purchase all or any part of the Mortgaged Property at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price may set off the amount of such price against amount owing to the Mortgagee; granting to Mortgagee, as the attorney-in-fact of the Mortgagor, full power of substitution and full power to do any and all things necessary to be done in and about the premises fully and effectually as the Mortgagor might or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Neither Mortgagee, its employees, or agents shall be liable for any act, omission, error of judgment, or mistake of fact or law in its capacity as attorney-in-fact. This power of attorney is coupled with an interest and shall be irrevocable during the term of this Mortgage so long as any Notes shall remain outstanding;
(c) proceed to protect and enforce the rights of the Mortgagee and the rights of the Noteholder(s) under this Mortgage by suits or actions in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or any agreement contained herein, for aid of execution of any power herein granted, for foreclosure hereunder, for sale of the Mortgaged Property, or any part thereof, for collection of debts hereby secured, or for enforcement of other appropriate legal or equitable remedies as may be deemed most effectual to protect and enforce the rights and remedies herein granted or conferred; and in the event any such action or suit is instituted, the Mortgagee or Noteholder(s) instituting such action or suit shall have the right to have appointed a receiver to enter upon and take possession of the Mortgaged Property and of to collect all rentsRents, incomeissues, profits, revenues, income or other benefits thereof and profits pertaining thereto, or arising, derived, received, or had therefrom, from apply the commencement of such suit or action; same as the court may direct and such receiver shall have all the usual rights and powers and duties of receivers, in like and similar cases, to the fullest extent permitted by under law; and if application shall be made for the appointment of a receiver(v) to pursue any other remedy available to it, the Mortgagor hereby expressly consents that the court to which such application shall be made may make said appointment;
(d) sell or cause to be sold the Mortgaged Property, all or in part, and all right, title, interest, claim, and demand of the Mortgagor therein or thereto, at public auction in any county in which the property to be sold is located, at such time, place, and manner as may be specified in the notice of sale, containing a brief general description of the property to be sold, giving a copy thereof to the Mortgagor by mail at least fifteen (15) days prior to the date fixed for such sale, and publishing the same once in each week for two successive calendar weeks prior to the date of such sale in a newspaper of general circulation published in said county, or if no such newspaper is published in such county, in a newspaper of general circulation in such county, the first such publication to be not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale. Any sale made under this subparagraph may be adjourned from time to time by announcement, at the time and place appointed for such sale or adjourned sale(s); and without further notice or publication the sale may be had at the time and place to which the same shall be adjourned; provided, however, that in the event another or different notice of sale or another or different manner of conducting the same shall be required by law, the notice of sale shall be given or the sale shall be conducted, as the case may be, in accordance with the applicable provisions of law. The expenses incurred by the Mortgagee (including, but not limited to, receiver’s fees, attorneys’ fees, cost of advertisement, and agents’ compensation) in the exercise of any of the remedies provided in this Mortgage shall be secured by this Mortgage;
(e) Mortgagee shall have the right to enter and/or remain upon the premises of the Mortgagor without any obligation to pay rent to the Mortgagor or others, or any other place(s) where any taking possession of the Mortgaged Property is located and kept and: without notice or hearing to Mortgagor; or (ivi) remove to surrender all insurance policies. Mortgagee shall take action either by such proceedings or by the Mortgaged Property therefrom in order exercise of its power with respect to maintain, collect, sell, and/or liquidate the Mortgaged Property or, (ii) use such premises, together with materials, supplies, books, and records of the Mortgagor, to maintain possession and/or the condition of the Mortgaged Property, and to prepare the Mortgaged Property for sale, liquidationentry or taking possession, or collection. both as Mortgagee may require the Mortgagor to assemble the Mortgaged Property and make it available to Mortgagee at a place to be designated by Mortgagee;determine.
(fc) Mortgagee shall have the right, without prior notice to the Mortgagor, to exercise rights of setoff, recoupment, or any counterclaim and apply Pursue any and all amounts held or hereafter held by Mortgageeremedies available under the Code, owed it being agreed that 10 days' notice as to the Mortgagortime, or for the credit date and place of the Mortgagor, against any proposed sale shall be reasonable.
(d) Exercise any and all of the Notes. Mortgagee agrees to notify the Mortgagor promptly after any such setoff rights or recoupment and the application thereof; provided that the failure to give such notice shall not affect the validity of such setoff, recoupment or application. Mortgagor waives all rights of setoff, deduction, recoupment, or counterclaim; and/or
(g) Mortgagee shall have, in addition to any other rights and remedies as contained in this Mortgage, and in any the other agreements, guarantees, notes, mortgages, instruments, and documents heretofore, now, or at any time or times hereafter executed by the Mortgagor and delivered to Mortgagee, all of the rights and remedies of a secured party under the UCC in force in the state identified in the first paragraph hereof as of the date hereof, all of which rights and remedies shall be cumulative, and nonexclusiveLoan Documents.
Appears in 1 contract
Samples: Mortgage, Security Agreement, Financing Statement and Assignment of Rents
Remedies of Mortgagee. Section 4.01. If any one or more of the following events (herein “Events of Default”) shall occur:
(a) The Mortgagor shall default in the due and punctual payment or performance of the Secured Obligations and any applicable period of grace shall have expired;
(b) The Mortgagor shall default in the due observation or performance of any covenant, condition or agreement contained herein and such default shall not be cured within thirty (30) days after written notice from the Mortgagee;
(c) An Event of Default shall occur under any other Purchase Document (including, without limitation, by way of cross-default); or
(d) A “Material Post-Closing Environmental Condition” shall arise and continuesMortgagor shall fail to remediate such Material Post-Closing Environmental Condition within sixty (60) days of Mort- gagor becoming aware of such Material Post-Closing Environmental Condition, or, if such Material Post-Closing Environmental Condition cannot be remediated within sixty (60) days, within such reasonable time necessary to remediate such Material Post-Closing Environmental Condition so long as Mortgagor undertakes affirmative steps to remediate such Material Post-Closing Environmental Condition within forty-five (45) days of becoming aware of such Material Post-Closing Environmental Condition, or at such later date as permitted in writing by any Governmental Authority (as defined in Section 3.06 (b)) having regulatory authority over the Material Post-Closing Environmental Condition or the remediation thereof (so long as such written permission is obtained within sixty (60) days of Mortgagor becoming aware of such Material Post-Closing Environmental Condition); then and in each and every such case, and at any time thereafter during the continuance of such event, the Mortgagee, to the extent permitted by law may, but shall not be obligated to, enter into and upon all or any part of the Premises and may exclude the Mortgagor and its agents and servants wholly therefrom; and having and holding the same may use, operate, manage and control the Premises or any part thereof, either personally, or by the Mortgagee’s agents, attorneys, or receivers, in such manner as the Mortgagee may deem to be to the Mortgagee’s best advantage. To the extent permitted by law, the Mortgagee as agent of the other Noteholders, if any, personally or by attorney, in its or their discretion, may, insofar as not prohibited by law:
(a) (i) take immediate possession of the Mortgaged Property, (ii) shall be entitled to collect and receive all creditsearnings, outstanding accounts, bills receivableincome, rents, incomeissues, revenues and profits of the Mortgagorsame and every part thereof after deducting the expenses of conducting the business thereof, pertaining to or arising from and of all necessary repairs, maintenance, renewals, replacements, alterations, additions, betterments and improvements, and all payments which may be made for taxes, assessments, insurance and other charges creating liens on the Mortgaged Property, or any part thereof, and issue binding receipts therefor; and (iii) manage, control and operate the Mortgaged Property as fully well as the Mortgagor might do if in possession thereof, including, without limitation, the making of all repairs or replacements deemed necessary or advisable;
(b) Mortgagee, or any employee or agent of it, is hereby constituted and appointed as true and lawful attorney-in-fact of the Mortgagor with full power to (i) notify or require the Mortgagor to notify any and all customers that the Mortgaged Property has been assigned to Mortgagee and/or that Mortgagee has a security interest in the Mortgaged Property; (ii) sign and endorse the name of the Mortgagor upon any notes, checks, acceptances, drafts, money orders, or other instruments of payment (including payments made under any policy of insurance) that may come into possession of Mortgagee, or upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, assignment verification or notice in connection with receivables, all in full or part payment of any amount owing to Mortgagee; (iii) send requests reasonable compensation for verifications of Mortgaged Property to customers or account debtors; (iv) sell, assign, xxx for, collect, or compromise payment of all or any part of the Mortgaged Property in the name of the Mortgagor or in its their own name, or make any other disposition of Mortgaged Property, or any part thereof, for cash, credit, or any combination thereof; and Mortgagee may purchase all or any part of the Mortgaged Property at public or, if permitted by law, private saleservices, and in lieu for the services of actual payment of such purchase price may set off the amount of such price against amount owing to the Mortgagee; granting to Mortgageetheir counsel, as the attorney-in-fact of the Mortgagoragents, full power of substitution clerks, servants and full power to do any and all things necessary to be done in and about the premises fully and effectually as the Mortgagor might or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Neither Mortgagee, its other employees, or agents shall be liable for any act, omission, error of judgment, or mistake of fact or law in its capacity as attorney-in-factby them properly engaged and employed. This power of attorney is coupled with an interest and shall be irrevocable during the term of this Mortgage so long as any Notes shall remain outstanding;
(c) proceed to protect and enforce the rights of the Mortgagee and the rights of the Noteholder(s) under this Mortgage by suits or actions in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or any agreement contained herein, for aid of execution of any power herein granted, for foreclosure hereunder, for sale of the Mortgaged Property, or any part thereof, for collection of debts hereby secured, or for enforcement of other appropriate legal or equitable remedies as may be deemed most effectual to protect and enforce the rights and remedies herein granted or conferred; and in the event any such action or suit is instituted, the Mortgagee or Noteholder(s) instituting such action or suit shall have the right to have appointed a receiver of the Mortgaged Property and of all rents, income, revenues, and profits pertaining thereto, or arising, derived, received, or had therefrom, from the commencement of such suit or action; and such receiver shall have all the usual powers and duties of receivers, in like and similar cases, to the fullest extent permitted by law; and if application shall be made for the appointment of a receiver, the Mortgagor hereby expressly consents that the court to which such application shall be made may make said appointment;
(d) sell or cause to be sold the Mortgaged Property, all or in part, and all right, title, interest, claim, and demand of the Mortgagor therein or thereto, at public auction in any county in which the property to be sold is located, at such time, place, and manner as may be specified in the notice of sale, containing a brief general description of the property to be sold, giving a copy thereof to the Mortgagor by mail at least fifteen (15) days prior to the date fixed for such sale, and publishing the same once in each week for two successive calendar weeks prior to the date of such sale in a newspaper of general circulation published in said county, or if no such newspaper is published in such county, in a newspaper of general circulation in such county, the first such publication to be not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale. Any sale made under this subparagraph may be adjourned from time to time by announcement, at the time and place appointed for such sale or adjourned sale(s); and without further notice or publication the sale may be had at the time and place to which the same shall be adjourned; provided, however, that in the event another or different notice of sale or another or different manner of conducting the same shall be required by law, the notice of sale shall be given or the sale shall be conductedThe Mortgagee, as the case may be, in accordance with shall apply the applicable provisions balance of lawthe money derived from the operation and management of the Premises and business towards payment of the balance due on the Secured Obligations. The expenses incurred by the Mortgagee (includingsurplus, but not limited toif any, receiver’s fees, attorneys’ fees, cost of advertisement, and agents’ compensation) in the exercise of any of the remedies provided in this Mortgage shall be secured by this Mortgage;
(e) Mortgagee shall have the right to enter and/or remain upon the premises of the Mortgagor without any obligation to pay rent to the Mortgagor or others, or any other place(s) where any of the Mortgaged Property is located and kept and: (i) remove the Mortgaged Property therefrom in order to maintain, collect, sell, and/or liquidate the Mortgaged Property or, (ii) use such premises, together with materials, supplies, books, and records of the Mortgagor, to maintain possession and/or the condition of the Mortgaged Property, and to prepare the Mortgaged Property for sale, liquidation, or collection. Mortgagee may require the Mortgagor to assemble the Mortgaged Property and make it available to Mortgagee at a place to be designated by Mortgagee;
(f) Mortgagee shall have the right, without prior notice paid to the Mortgagor, to exercise rights of setoff, recoupmentits successors or assigns, or any counterclaim and apply any and all amounts held or hereafter held by Mortgagee, owed to the Mortgagorwhomsoever as shall be lawfully entitled to receive same, or for the credit as a court of the Mortgagor, against any and all of the Notes. Mortgagee agrees to notify the Mortgagor promptly after any such setoff or recoupment and the application thereof; provided that the failure to give such notice shall not affect the validity of such setoff, recoupment or application. Mortgagor waives all rights of setoff, deduction, recoupment, or counterclaim; and/or
(g) Mortgagee shall have, in addition to any other rights and remedies contained in this Mortgage, and in any other agreements, guarantees, notes, mortgages, instruments, and documents heretofore, now, or at any time or times hereafter executed by the Mortgagor and delivered to Mortgagee, all of the rights and remedies of a secured party under the UCC in force in the state identified in the first paragraph hereof as of the date hereof, all of which rights and remedies shall be cumulative, and nonexclusivecompetent jurisdiction may direct.
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Remedies of Mortgagee. If Upon or at any time after an Event of Default shall occur Default, Mortgagee may, at its option, without waiving such Event of Default, without notice and continues, without regard to the Mortgagee as agent adequacy of the other Noteholderssecurity for the Debt, if any, personally either in person or by attorneyagent, with or without bringing any action or proceeding, or by a receiver appointed by a court, take possession of the Mortgaged Property and have, hold, manage, lease and operate the Mortgaged Property on such terms and for such period of time as Mortgagee may deem proper and either with or without taking possession of the Mortgaged Property in its own name, demand, sue for or their discretionotherwise collect and receive all Rents, mayincluding those past due and unpaid with full power to make from time to time all alterations, insofar renovations, repairs or replacements thereto or thereof as not prohibited by may seem proper to Mortgagee and may apply the Rents to the payment of the following in such order and proportion as Mortgagee in its sole discretion may determine, any law:
, custom or use to the contrary notwithstanding: (a) (i) take immediate all expenses of managing and securing the Mortgaged Property, including, without being limited thereto, the salaries, fees and wages of a managing agent and such other employees or agents as Mortgagee may deem necessary or desirable and all expenses of operating and maintaining the Mortgaged Property, including, without being limited thereto, all taxes, charges, claims, assessments, water charges, sewer rents and any other liens, and premiums for all insurance which Mortgagee may deem necessary or desirable, and the cost of all alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the Mortgaged Property, (ii) collect and receive all credits, outstanding accounts, bills receivable, rents, income, revenues and profits of the Mortgagor, pertaining to or arising from the Mortgaged Property, or any part thereof, and issue binding receipts therefor; and (iii) manage, control and operate the Mortgaged Property as fully as the Mortgagor might do if in possession thereof, including, without limitation, the making of all repairs or replacements deemed necessary or advisable;
(b) Mortgageethe Debt, or any employee or agent (including all costs and attorneys' fees). In addition to the rights which Mortgagee may have herein, upon the occurrence of itan Event of Default, is hereby constituted and appointed as true and lawful attorney-in-fact of the Mortgagor with full power to (i) notify or Mortgagee at its option may require the Mortgagor to notify any vacate and all customers that the Mortgaged Property has been assigned to Mortgagee and/or that Mortgagee has a security interest in the Mortgaged Property; (ii) sign and endorse the name of the Mortgagor upon any notes, checks, acceptances, drafts, money orders, or other instruments of payment (including payments made under any policy of insurance) that may come into surrender possession of Mortgagee, or upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, assignment verification or notice in connection with receivables, all in full or part payment of any amount owing to Mortgagee; (iii) send requests for verifications of Mortgaged Property to customers or account debtors; (iv) sell, assign, xxx for, collect, or compromise payment of all or any part of the Mortgaged Property to Mortgagee or to such receiver and, in the name of the Mortgagor or in its own name, or make any other disposition of Mortgaged Property, or any part default thereof, for cash, credit, or any combination thereof; and Mortgagee may purchase all or any part of the Mortgaged Property at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price may set off the amount of such price against amount owing to the Mortgagee; granting to Mortgagee, as the attorney-in-fact of the Mortgagor, full power of substitution and full power to do any and all things necessary to be done in and about the premises fully and effectually as the Mortgagor might or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Neither Mortgagee, its employees, or agents shall be liable for any act, omission, error of judgment, or mistake of fact or law in its capacity as attorney-in-fact. This power of attorney is coupled with an interest and shall be irrevocable during the term of this Mortgage so long as any Notes shall remain outstanding;
(c) proceed to protect and enforce the rights of the Mortgagee and the rights of the Noteholder(s) under this Mortgage by suits or actions in equity or at law in any court of competent jurisdiction, whether for specific performance of any covenant or any agreement contained herein, for aid of execution of any power herein granted, for foreclosure hereunder, for sale of the Mortgaged Property, or any part thereof, for collection of debts hereby secured, or for enforcement of other appropriate legal or equitable remedies as may be deemed most effectual to protect and enforce the rights and remedies herein granted evicted by summary proceedings or conferred; and in the event any otherwise. Additionally, upon such action or suit is institutedEvent of Default, the Mortgagee or Noteholder(s) instituting such action or suit shall have the right to have appointed a receiver of the Mortgaged Property and of all rents, income, revenues, and profits pertaining thereto, or arising, derived, received, or had therefrom, from the commencement of such suit or action; and such receiver shall have all the usual powers and duties of receivers, in like and similar cases, to the fullest extent permitted by law; and if application shall be made for the appointment of a receiver, the Mortgagor hereby expressly consents that the court to which such application shall be made may make said appointment;
(d) sell or cause to be sold the Mortgaged Property, all or in part, and all right, title, interest, claim, and demand of the Mortgagor therein or thereto, at public auction in any county in which the property to be sold is located, at such time, place, and manner as may be specified in the notice of sale, containing a brief general description of the property to be sold, giving a copy thereof to the Mortgagor by mail at least fifteen (15) days prior to the date fixed for such sale, and publishing the same once in each week for two successive calendar weeks prior to the date of such sale in a newspaper of general circulation published in said county, or if no such newspaper is published in such county, in a newspaper of general circulation in such county, the first such publication to be not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale. Any sale made under this subparagraph may be adjourned from time to time by announcement, at the time and place appointed for such sale or adjourned sale(s); and without further notice or publication the sale may be had at the time and place to which the same shall be adjourned; provided, however, that in the event another or different notice of sale or another or different manner of conducting the same shall be required by law, the notice of sale shall be given or the sale shall be conducted, as the case may be, in accordance with the applicable provisions of law. The expenses incurred by the Mortgagee (including, but not limited to, receiver’s fees, attorneys’ fees, cost of advertisement, and agents’ compensation) in the exercise of any of the remedies provided in this Mortgage shall be secured by this Mortgage;
(e) Mortgagee shall have the right to enter and/or remain upon establish a lock box for the premises deposit of the all Rents and other receivables of Mortgagor without any obligation relating to pay rent to the Mortgagor or others, or any other place(s) where any of the Mortgaged Property is located and kept and: (i) remove the Mortgaged Property therefrom in order to maintain, collect, sell, and/or liquidate the Mortgaged Property or, (ii) use such premises, together with materials, supplies, books, and records of the Mortgagor, to maintain possession and/or the condition of the Mortgaged Property, and to prepare the Mortgaged Property for sale, liquidation, or collection. Mortgagee may require the Mortgagor to assemble the Mortgaged Property and make it available to Mortgagee at a place to be designated by Mortgagee;
(f) Mortgagee shall have the right, without prior notice to the Mortgagor, to exercise rights of setoff, recoupment, or any counterclaim and apply pay any and all amounts held or hereafter held by Mortgageecosts and expenses for such lock box. For purposes of subsections (a), owed (b), (c) and (d), Mortgagor grants to the MortgagorMortgagee its irrevocable power of attorney, or for the credit of the Mortgagorcoupled with an interest, against to take any and all of the Notesaforementioned actions and any or all other actions designated by Mortgagee for the proper management and preservation of the Mortgaged Property. The exercise by Mortgagee agrees to notify of the Mortgagor promptly after any such setoff or recoupment option granted it in this paragraph and the collection of the Rents and the application thereof; thereof as herein provided that the failure to give such notice shall not affect the validity be considered a waiver of such setoff, recoupment or application. Mortgagor waives all rights any Event of setoff, deduction, recoupment, or counterclaim; and/or
(g) Mortgagee shall have, in addition to Default under any other rights and remedies contained in this Mortgage, and in any other agreements, guarantees, notes, mortgages, instruments, and documents heretofore, now, or at any time or times hereafter executed by the Mortgagor and delivered to Mortgagee, all of the rights and remedies of a secured party under the UCC in force in the state identified in the first paragraph hereof as of the date hereof, all of which rights and remedies shall be cumulative, and nonexclusiveLoan Documents.
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Remedies of Mortgagee. If any Upon the occurrence of an Event of Default shall occur and continuesunder the Credit Agreement, the Mortgagee as agent of may exercise in any jurisdiction in which enforcement hereof is sought, the other Noteholders, if any, personally or by attorneyfollowing rights and remedies, in its addition to all rights and remedies available to the Mortgagee under applicable law, all such rights and remedies being cumulative and enforceable alternatively, successively or their discretion, may, insofar as not prohibited by lawconcurrently:
(a) (i) take immediate possession of the Mortgaged Property, (ii) collect and receive all credits, outstanding accounts, accounts and bills receivable, receivable of the Mortgagor and all rents, income, revenues and profits of the Mortgagor, pertaining to or arising from the Mortgaged Property, or any part thereof, and issue binding receipts therefor; and (iii) manage, control and operate the Mortgaged Property as fully as the Mortgagor might do if in possession thereof, including, without limitation, the making of all repairs or replacements deemed necessary or advisable;
(b) Mortgagee; provided, or any employee or agent of ithowever, is hereby constituted and appointed as true and lawful attorney-in-fact of the Mortgagor with full power to (i) notify or require the Mortgagor to notify any and all customers that the Mortgaged Property has been assigned to Mortgagee and/or that Mortgagee has a security interest agrees to abide by any notice requirement contained in the Mortgaged Property; (ii) sign and endorse the name of the Mortgagor upon any notesFCC Rules, checks47 C.F.R. 22.937(f), acceptances, drafts, money orders, or other instruments of payment (including payments made under any policy of insurance) that may come into possession of Mortgagee, or upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, assignment verification or notice in connection with receivables, all in full or part payment of any amount owing to Mortgagee; (iii) send requests for verifications of Mortgaged Property to customers or account debtors; (iv) sell, assign, xxx for, collect, or compromise payment of all or any part of the Mortgaged Property in the name of the Mortgagor or in its own name, or make any other disposition of Mortgaged Property, which is covered by such section or any part thereof, for cash, credit, or any combination thereofsuccessor provision; and Mortgagee may purchase all or any part of the Mortgaged Property at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price may set off the amount of such price against amount owing to the Mortgagee; granting to Mortgagee, as the attorney-in-fact of the Mortgagor, full power of substitution and full power to do any and all things necessary to be done in and about the premises fully and effectually as the Mortgagor might or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Neither Mortgagee, its employees, or agents shall be liable for any act, omission, error of judgment, or mistake of fact or law in its capacity as attorney-in-fact. This power of attorney is coupled with an interest and shall be irrevocable during the term of this Mortgage so long as any Notes shall remain outstanding;and
(cb) proceed to protect and enforce the rights of the Mortgagee and the rights of the Noteholder(s) under this Mortgage by suits or actions in equity or at law in any court or courts of competent jurisdiction, whether for specific performance of any covenant or any agreement contained herein, for herein or in aid of the execution of any power herein granted, granted or for the foreclosure hereunder, hereof or hereunder or for the sale of the Mortgaged Property, or any part thereof, for collection of or to collect the debts hereby secured, secured or for the enforcement of such other or additional appropriate legal or equitable remedies as may be deemed most effectual to protect and enforce the rights and remedies herein granted or conferred; , and in the event of the institution of any such action or suit is instituted, the Mortgagee or Noteholder(s) instituting such action or suit shall have the right to have appointed a receiver of the Mortgaged Property and of all rents, income, revenues, revenues and profits pertaining thereto, thereto or arising, arising therefrom derived, received, received or had therefrom, from the time of the commencement of such suit or action; , and such receiver shall have all the usual powers and duties of receivers, in like and similar cases, to the fullest extent permitted by law; , and if application shall be made for the appointment of a receiver, receiver the Mortgagor hereby expressly consents that the court to which such application shall be made may make said appointment;
(d) sell or cause to be sold the Mortgaged Property, all or in part, and all right, title, interest, claim, and demand of the Mortgagor therein or thereto, at public auction in any county in which the property to be sold is located, at such time, place, and manner as may be specified in the notice of sale, containing a brief general description of the property to be sold, giving a copy thereof to the Mortgagor by mail at least fifteen (15) days prior to the date fixed for such sale, and publishing the same once in each week for two successive calendar weeks prior to the date of such sale in a newspaper of general circulation published in said county, or if no such newspaper is published in such county, in a newspaper of general circulation in such county, the first such publication to be not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale. Any sale made under this subparagraph may be adjourned from time to time by announcement, at the time and place appointed for such sale or adjourned sale(s); and without further notice or publication the sale may be had at the time and place to which the same shall be adjourned; provided, however, that in the event another or different notice of sale or another or different manner of conducting the same shall be required by law, the notice of sale shall be given or the sale shall be conducted, as the case may be, in accordance with the applicable provisions of law. The expenses incurred by the Mortgagee (including, but not limited to, receiver’s fees, attorneys’ fees, cost of advertisement, and agents’ compensation) in the exercise of any of the remedies provided in this Mortgage shall be secured by this Mortgage;
(e) Mortgagee shall have the right to enter and/or remain upon the premises of the Mortgagor without any obligation to pay rent to the Mortgagor or others, or any other place(s) where any of the Mortgaged Property is located and kept and: (i) remove the Mortgaged Property therefrom in order to maintain, collect, sell, and/or liquidate the Mortgaged Property or, (ii) use such premises, together with materials, supplies, books, and records of the Mortgagor, to maintain possession and/or the condition of the Mortgaged Property, and to prepare the Mortgaged Property for sale, liquidation, or collection. Mortgagee may require the Mortgagor to assemble the Mortgaged Property and make it available to Mortgagee at a place to be designated by Mortgagee;
(f) Mortgagee shall have the right, without prior notice to the Mortgagor, to exercise rights of setoff, recoupment, or any counterclaim and apply any and all amounts held or hereafter held by Mortgagee, owed to the Mortgagor, or for the credit of the Mortgagor, against any and all of the Notes. Mortgagee agrees to notify the Mortgagor promptly after any such setoff or recoupment and the application thereof; provided that the failure to give such notice shall not affect the validity of such setoff, recoupment or application. Mortgagor waives all rights of setoff, deduction, recoupment, or counterclaim; and/or
(g) Mortgagee shall have, in addition to any other rights and remedies contained in this Mortgage, and in any other agreements, guarantees, notes, mortgages, instruments, and documents heretofore, now, or at any time or times hereafter executed by the Mortgagor and delivered to Mortgagee, all of the rights and remedies of a secured party under the UCC in force in the state identified in the first paragraph hereof as of the date hereof, all of which rights and remedies shall be cumulative, and nonexclusive.
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Samples: Mortgage and Security Agreement (Iowa Telecommunications Services Inc)
