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HomeMy WebLinkAbout1579 ~ • ~ , ' ' • ~ ~ ~ ~ ~ i . . ' 3 ~ ; : ~ (i ~ny. repi~eaa:?tz?t~on or w~?m?nty ra~de by the Companq 4n writ~Ing herein~ in sny aaalgnment ot renta~i~ the , Note ~oment or in any ~t~temant or certi8c.~ie furaiahed by the Company to the Mortga~ea or tbe holder or a_ders ~ . of any ote pnrsunut to i?ny Larms oi t6L Mortg,?ge or ia coi.,Ze~tton with We purcl~ase oi the Note prove' untrue in uny ma~terIal respect ae o! the date ,~i the iBausnca or ma?king thereoi and ahall not be ~de good within 30 daye after , nottce thereo! to the Compsny by ihe Truatee or the holaer ot any note; ; • (g~ The Company becomes Inaolv~nt or banlcrupt or admits in vrriting ita i~billty to pa?y ite debts as they rasture, or mpjces an asaignment ~or the beneat o! credltore or appliee or consenta ta the ~ppointmant of a truetee or raceivor for tha Compsny or for the ma,~or part ot Its property; (h) A truetee or receiver is xppointed ior the Campanp or for the major part o! ita property and is not diacharged ~ ~vithIn 30 daya after euch Appointment; ~ (i) ~ankruptcy, reorg~nization, arrnngement~ insolvency or liquidatIon proceedinga, or other proccedinge ies ralIef t • j ~ under any bahkruptcy law or almilar law ior the rellei of debtore, ara inatituted by or againet the Company And~ ii io ~ ~ atltuted against the Company, are consented to or are not diemiased within 30 days aiter such i~nstitution. 4.a. When any such event of default has happened and is continuIng~ the Trustee ehsll have the righta~ opiiona and remedlee of a aecured party and the Company ahall have the dutIea ui a debtor under the Uniform Commercial Code ~ (regatdless of whether such Code or a law similur thereto has been enacted in the jurisdictton where in the S rlghts or remedtea are asserted), and without limiting the iore~oing the Truetee msy exerclse anp one or more or : ~ ~ll and in any order, of the remedies hareinafter get iurth, it being expresely nnderstood that no remedy herein conterred s ta ~ntended to be exctueive oi any other remedy or remedies; but each and every remedy shall be cumulativ~ and shall be in E~ a~dditIon t~ every other remedy given herein or now or hereaiter exi$ting.at lav~ or in eqnity or by statute: (a) The Tr~stee may, by notice in wrifing to the Company declare the entire unpaid balance of the Notea to ~ be immediately due and pAYablo; and thereupon all such ungaid ~ialance, together with all accrued interest thereon ~ ~ ahatl be and become immed?ately due and payable; ; (b) $ubject always to the then exiating rights, if any~ of the Les~ee under the Lease, the Trustee personally ar by agents or attornoys, ahall have tha right (subqect to compliance witli any applicable mandatory legal require- ~ ments) to take immediate possession of ths mortgaged property, or any portion thereof, a~d for that ~urpose may pursue the same wherever it ma y be faund, and mu y e n t e r a ny of t h e p r e m i s e s o f t h e C o m p a~ a y, w i t h o r w i t h o u t n o t i c e, demand, procesa of law or legal procedure, and search for, take posseasion o!~ remove, keep and atore the same, or use ~ snd operate the aume until sold; it being understood, without limiting the foregoing~ that the Trustee may~ and ie hereby given the right and authority to~ keep and atore said mortgaged property~ or anyp~ rt thereof~ on the premtses o! the Company; and that the Trustee shait not thereby be deemed to have aurrendered, or to have failed to take, poasession of such mortgaged prnperty; . , (c) Subject always to the then existing ri hta~ ii any, of the Lessee under the I.eaae, the Truatee may ii at the + tIme such actlon may be tawtul and always suh~ecE to compllance wlth Any maadatory legal reraents, e~ther wlth or without taking posseasion and either `~efore or aiter taking possession, and without inatitut~ng any legal praceed- ;'1 in~s whatsoever, and hsvinff 8rat given notlce o! such sale by regiatered maf! to the Compsny once at least 10 daya s pr?or to the date of such sale, and any other notice which may be re4uired by law, seU snd dtapose of said mortga~ed ' :t property. or any part thereof, at publIe auctlon to the highest bidder~ in one lot as ~n entirety or in eeparate lots, and 1 either for cash or on credit and on such terms as the Trustee rnay determine~ snd at any plaee (whether or not it ,i be the tocation of the mortgaged property or any part theaeof) designated in the notica a6ove reforred to. Any such ssle or salea may be adjourned irom tIme to time by announcement at the lime and place appointed for such sale or sates, or for any such ad~uurned sale or salea. without further publlshed notice; and the Trustee or the holder or holders oi ~ the Notes, or of any interest therein, may bid and become the purchaser at any such sale; ~d) The Trustee may proeeed to protect and enforce thia Mortgage and said Notea by suit or suits or proceed- inga in equity, at law or in bankruptcy, and whether for the specifle pertormance of anq covenant or agreem~nt herain contained or in execution or aid of any power herein granted; or for foreclosure hereunder, or for the appointment of ~ ~ a receiver or receivers for the mortgaged property or any part thereof, or for the recovery of f udgment for the indebt- edness hereby secured, or for the enfor+cement of any other proper legal or ecjuitable remedq available under applicable . . law; (e) Subject slways to the then existing righta, ii. any, of tha Lesaee under the Lease, the Truetee may proceed - to exerclse in respect of the Lease ot any ot the m4rtgaged propertq and the mortgaged property covered thereby and the dutIes, obligationa and liabilitisa of the Lessee thereunder, all righta, privileges and remediea in the Lease or by applicable law permitted or provided to be exercised by the Company~ and maq exercise all such r3ghte and z~emeaies , in tha narr~e ot the Trustee or the holder or holdezs oi the Notes or in the name oi the Company, !or the use and bene- s. fit oi the holder or holders of the Notes; 4.3. In case of any sale of the mortgaged progerty, or oi any part thereol, pursuant to euiy fudgment or decree o! any eanrt, or otherwlse in connection with the enforcement oi sny oi tbe terma oi thie Mortgage, the principal oi the Notes if ~ ~ not previously due~ and the interest accrued thereon, shatl st once become and be iraraediately due and payable• atso in the - y case o! any such sale, the purchaser or purchasera, for the pnrpose of making settlement for or pnyment of t~e purcha•e price, 3ha11 be entitled to turn ~n and use the Notes and any claime for intereat matared and unpaid thereon, in order that there raay be ct~edited as paid on the purchase price the sum apportionable and applicabia to the Notes incladtng prinoipal, ~ aad intereat thereaf out of the net proceed4 0! each sale after sllowing fos the proportion oi the total pur~hase prir.e , reqnired to be paid in actual cash. If at any ioreclosnre proceeding the mortgaged property shall be aold tor a sum less ~ than the total amount of indebtedness for which judgment ie therein given, the fudgment creditor shali be entitled to the ~ entry oi a deflciency decree against tha Company and against the property oi the Compsny for the amount oi such de- flciency; and the Company dcea hereby irrevocablq consent to the appaintment oi a receiver for the mortgaged property and the properLy of the Company and of the rents, isaues and profits thereof after such sale snd until such deflciency decree is ~ sattsfied in full. 4.4. The Company covenants that it will not at any time insist upon or plead, or in any manner whatever claim or take f~ any beneflt or advantage of, any stny or extension law now or at any tima hereafter in for+ce, nor claim, take nor inaiat ' upon sny bene8t or advantage of or irom any law now or hereafter in force providing for ths vi?luation of appraiaement i. of the mortgraged propertq or any part thereoi, prior to any ~ale or salea thereof to be made pursuant to any provieion herein conta~ned, or to the decree~ judgment or order of any court of competeat jurlsdiction; nor, aftsr such sale or salea, claim or exercise anq right under any atatute now or hereatter msde or enacted by s?ny atate or otherwise to redeena the ~ pm p e rt y s o s o l d o r an y p a r t t hereo i, an d here by express ly waives for i f s e l f an d on b e ha t i o f eac h an d ev~ery person, except decree or judgment crEd~tors of the Company acquiring any interest in or title to the mortgaged prnperty or any part thereof~ subsequent t o the d~te oi thia M o rtRage, all beneflt and advantage of any such law or laws, and covenanta that £ it will not invoke or ntilize any such law or lawa or otherwise hinder, detay or impede the execution of any power herein ~ granted and delegated to the Trustee, bnt will suffer and permit the execution of every such power as though no such law or lawa had been made or enacted. . ; , . Any sale, whether under any power o! ssle hereby given or hy virfue of fudIcial proceedIngs, shall operate to dtvest 's ~ sll right, tit2e, interest, claim and demand whatsoever~ either at law or in eqeiity, o! the Company in and to the property sold and shall be a perpetual bar, both at law and in eqnity, against the Corapany, ita successors and assigns, and against ~ any and all persons ciaiming the prnperty sold or any part thereof under~ by or through the Company, its succeasors or assigna (subject, however, to the then eusting rights, it any, of the Lessee under the Lease). 4.5. The pnrchase money proceeds and/or avails of any aale of the mortgaged propertq, or any part thereof (insluding < sny sa?le made pursuant to subps?rA~raph (c) ot Section 4.2 hereof)~ at~d the proceeds ~nd the ~raila oi usy remedy hero- ~ ander nball be paid to and applled us followe: ; (a) To the psyment o! costs and expsnses o! foreclosure or auit, ii any. and o! snch aale~ and the re~sonshle com- pensation ot the agents, attorneys and counsel of the Truatee and ot ail proper expenses, liability and advances - incuzred or made bereunder by the Traetee or tha holder or holders oi the Notes, and oi all taxes, assessments or ' liena superior to tha lien of these presenta~ e~ccept any taxea, assesamenta or other snperior lien aubje~et to vvhich said ~ aale map hAVe been made; ; ~ (b) To the payment to the holder or holdere oi the Notea o! the ~unonnt then owing or napaid on the Notes for ~ principsl ~nd interest; and in case anq snch proceeds ah~?11 be ineu~icient #o psy the whok unount so dne apon the ; Notes then to the ym ent of such princlpa1 and interast withont reterenee or priort of psjnci ~ oi interest ov+er pnr~ici~al, or o! an installment o! interest over aAy other installment of interest~i~at~tbly n pmporr ~ ~ tion to the aggregate oi such pri~pal aad acerued a~ad unpsid intereat; and (e) To thepa yment oi tl~e snrplua, if any, to the Compusy~ its suoceasors aud aadgaa, or to whomso~ver ma~y be - y lAwtully entltled to receive the ssme. ' ; 4.4. In case the Trustee ahall have proceeded to enforce any riSht ander this Mort~age b~r ioreclasure~ sale, entry ' ! or otherwiae~ and such proceedings e~ha~It hsve been dieeontinued or ab+u~doned tor any resioA or atutll ~?ava been deternafned ~ sd?ersely, then and in everq such case the Company, the TrustRe and the holder or holden oi the Notes ahall be restorM ~ to lheir lormer poeition and righta hereunder wlth respect to the pmpertq snbiect to the Uen of this Yortgsge. s ' ~ ~ ~ a 0. ~R, ~ s~~r ; j .o~M so, , Atr~x ~ f~y~e.i I~ - ; ~