202202660 - Laserfiche WebLink

Browse

202202060 by Administrative Agent shall be a demand obligation owing by Mortgagor to Administrative Agent (which obligation Mortgagor hereby expressly promises to pay) and Administrative Agent, upon making such payment, shall be subrogated to all of the rights of the person, corporation or body politic receiving such payment. Further, if Mortgagor shall fail to comply with its covenants under any Surface Lease, or upon receipt by Administrative Agent from the lessor of any such lease of notice of any default under any such Surface Lease, Administrative Agent may rely thereon and take any action necessary to cure such default, even though the existence of such default and the nature thereof be questioned or denied by Mortgagor or by any party on behalf of Mortgagor. Mortgagor hereby expressly grants to Administrative Agent and agrees that Administrative Agent shall have the absolute and immediate right to enter upon the Mortgaged Property subject to such Surface Lease or any part thereof to the extent and as often as Administrative Agent in its sole discretion deems necessary or desirable in order to prevent such default or to cure any such default by Mortgagor. Administrative Agent may pay and expend sums of money as Administrative Agent in its sole discretion deems necessary for such purpose, and any money so paid by Administrative Agent shall be a demand obligation owing by Mortgagor to Administrative Agent (which obligation Mortgagor hereby expressly promises to pay) and Administrative Agent, upon making such payment, shall be subrogated to all of the rights of the person, corporation or body politic receiving such payment. Each amount due and owing by Mortgagor to Trustee and/or Administrative Agent pursuant to this Mortgage shall bear interest each day, from the date of such expenditure or payment until paid, at the rate set forth in Section 2.9(c) of the Credit Agreement; all such amounts, together with such interest thereon, shall be a part of the secured indebtedness and shall be secured by this Mortgage. ARTICLE III Assignment of Rents, Accounts, and Proceeds Section 3.1. Assignment. Except as set forth in Section 3.2, below, as additional security for the payment and performance in full of the obligations referred to in Section 1.3 hereof, Mortgagor absolutely, presently, unconditionally and irrevocably assigns, transfers and sets over to Administrative Agent, and grants to Administrative Agent, all of Mortgagor's estate, right, title, interest, claim and demand, as landlord or lessor, under any and all of the Leases, and does further hereby absolutely, presently, unconditionally and irrevocably assign, transfer and set over to Administrative Agent all Rents, together with the immediate and continuing right to collect and receive such Rents. Mortgagor directs and instructs any and all payors of Rents to pay to Administrative Agent all of the Rents until such time as such payors have been furnished with evidence that all secured indebtedness has been paid and that this Mortgage has been released. Mortgagor agrees that no payors of Rents shall have any responsibility for the application of any funds paid to Administrative Agent. While the above assignment is an absolute assignment and not an assignment for additional security only, Administrative Agent hereby grants to Mortgagor a license to collect and apply the Rents and to enforce the obligations of tenants and other counterparties under the Leases. Immediately upon the occurrence of and during the continuance of any Default, whether or not legal proceedings have commenced and without regard to waste, adequacy of security for the Obligations or solvency of Mortgagor, the license granted in the immediately preceding sentence shall automatically cease and terminate upon the giving of written notice to Mortgagor by Administrative Agent of such termination. Section 3.2. Collateral Assignment of Texas Rents. As additional security for the payment and performance in full of the obligations referred to in Section 1.3 hereof, Mortgagor hereby collaterally grants, transfers and assigns, in accordance with the TARA (hereinafter defined), to Administrative Agent all of Mortgagor's right, title and interest in and to the Rents attributable to, or with respect to, the Property located in the state of Texas. This assignment grants, and is intended to grant to Administrative Agent, a presently effective first priority lien and security interest in such Rents. Upon the occurrence of and during the continuation of a Default, Administrative Agent shall have all the rights and remedies and be entitled to all of the benefits of Section 64.053, Section 64.054, Section 64.055 and Section 64.057 of the TARA. 24 144646513