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<br />All property above described (whether one or more tracts
<br />and whether real and personal property or only realty or only
<br />personalty), together with any additional interest therein
<br />now owned or hereafter acquired by Grantor, is referred to
<br />below as the "Mortgaged Property."
<br />In addition to the lien above created, Grantor hereby
<br />grants to Bank and its successors and assigns, a security
<br />interest in (i) each and every part of the Mortgaged Property
<br />which are fixtures or personal property, (ii) in all_ proceeds
<br />from the sale, lease or other disposition thereof and (iii) -
<br />all sums, proceeds, funds and reserves described or referred
<br />to in Sections S.i, 5.8 and 5.9 hereof; provided that this
<br />grant of a security interest in proceeds shall not be deemed
<br />to authorize any action otherwise prohibited herein_
<br />Article I--Secured Indebtedness
<br />1.1 This Mortgage is given to secure the following
<br />indebtedness, obligations and liabilities: (a) a certain
<br />promissory note dated November 30, 1982 executed by Grantor,
<br />payable to the order of Bank at its office at InterFirst
<br />Plaza, Houston, Texas, in the principal amount of $1,500,000,
<br />bearing interest which is payable as in said note specified,
<br />and having a final maturity date of May 31, 1983, and any and
<br />all renewals, extensions, rearrangements and modifications
<br />of said note (hereinafter, whether one or more, called "the
<br />note"), or any part thereof, (b) all indebtedness arising
<br />pursuant to the grovisions of this Mortgage and any and all
<br />renewals or extensions of, the same, or any part thereof,
<br />(c} all loans and advances which Bank may hereafter make to
<br />Grantor and any and all renewals or extensions of the same,
<br />or any part thereof, and (d) all other and additional debts,
<br />obligations, and liabilities of every kind and character of
<br />Grantor, now or hereafter existing in favor of Bank,
<br />regardless of cahether such debts, obligations and liabilities
<br />be direct or indirect, primary or secondary, joint, several,
<br />or joint and several, fixed or contingent, and regardless of
<br />whether such present or future debt, obligations and
<br />liabilities may, prior to their acquisition by Bank, be or
<br />have been payable to, or be or have been in favor of some
<br />other person or have been acquired by Bank in a transaction
<br />with one other than Grantor, together with any and all
<br />renewals and extensions of such debts, obligations and
<br />liabilities, or any part thereof. The words "Secured
<br />Indebtedness," as used herein, shall mean all of the
<br />indebtedness, obligations and liabilities described or re-
<br />ferred to above in clauses (a) through (d), inclusive, of
<br />-this Section 1.1. The word "Holder" as used herein shall
<br />mean the holder of the Secured Indebtedness.
<br />Article II--Certain Representations, 4:~arranties and Covenants
<br />of Grantor
<br />2.1 Grantor warrants that Grantor is lawfully seized of
<br />the Mortgaged Froperty and has good and merchantable title to
<br />the Mortgaged Property, that Grantor has the authority to
<br />execute and deliver this Mortgage, including the grant of a
<br />security interest and assignment of rents contained herein,
<br />and to warrant and defend the title against the claims of all
<br />persons whomsoever.
<br />2.2 Grantor, for Grantor and all of Grantor's successors
<br />and assigns (hereafter referred to as Grantor's successors),
<br />covenants and agrees: (a) to pay, or cause to be paid, before
<br />delinquent, all lawful taxes and assessments of every
<br />character in respect of the Mortgaged Property, or any part
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