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MORTGAGE WITH POWER OF SALE, SECURITY AGREEMENT AND FINANCING STATEMENT

Mortgage Agreement

MORTGAGE WITH POWER OF SALE, SECURITY AGREEMENT  AND FINANCING STATEMENT | Document Parties: GLIMCHER REALTY TRUST | TULSA PROMENADE, LLC You are currently viewing:
This Mortgage Agreement involves

GLIMCHER REALTY TRUST | TULSA PROMENADE, LLC

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Title: MORTGAGE WITH POWER OF SALE, SECURITY AGREEMENT AND FINANCING STATEMENT
Governing Law: Oklahoma     Date: 4/28/2006
Industry: Real Estate Operations     Law Firm: Porter Wright     Sector: Services

MORTGAGE WITH POWER OF SALE, SECURITY AGREEMENT  AND FINANCING STATEMENT, Parties: glimcher realty trust , tulsa promenade  llc
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                                                                  EXHIBIT 10.108

Return recorded instrument to:
William R. Weir
Porter Wright Morris & Arthur, LLP
925 Euclid Avenue, Suite 1700
Cleveland, Ohio   44115



                 MORTGAGE WITH POWER OF SALE, SECURITY AGREEMENT
                 -----------------------------------------------
                             AND FINANCING STATEMENT
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A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW
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MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A
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FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS MORTGAGE.
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     THIS MORTGAGE WITH POWER OF SALE, SECURITY AGREEMENT AND FINANCING
STATEMENT (this "Mortgage") is made as of the 14th day of March, 2006, by Tulsa
Promenade, LLC, a Delaware limited liability company, ("Mortgagor"), in favor of
Charter One Bank, N.A., a national banking association with an address of 1215
Superior Avenue, Cleveland, Ohio 44114 ("Mortgagee").

     WHEREAS, Mortgagee has agreed to make a loan to Mortgagor in the principal
amount of Fifty Million and No/100 Dollars ($50,000,000.00) (the "Loan") and
Mortgagor has executed that certain promissory note of even date herewith in the
amount of Fifty Million and No/100 Dollars ($50,000,000.00) (the "Note") having
a final maturity on ___________, 2009, with interest thereon according to the
terms of the Loan Agreement (defined below) and the Note; and

     WHEREAS, pursuant to that certain Loan Agreement of even date herewith (the
"Loan Agreement") executed in conjunction with the Note, and certain limitations
set forth in the Loan Agreement regarding the maximum amount available to be
disbursed under the Note, Mortgagee has made or will make an initial
disbursement in the amount of Thirty-Five Million and No/100 Dollars
($35,000,000.00) (the "Initial Disbursement"); and

     WHEREAS, Mortgagor intends to enter into a Hedging Contract (as defined in
the Loan Agreement) with Mortgagee creating additional potential indebtedness of
Mortgagor in the amount of approximately Two Million Seven Hundred Thousand and
No/100 Dollars ($2,700,000.00) (the "Additional Exposure"); and

     WHEREAS, Mortgagor is justly indebted to Mortgagee in the sum of
Thirty-Seven Million Seven Hundred Thousand and No/100 Dollars ($37,700,000.00)
consisting of the Initial Disbursement and the Additional Exposure; and

<PAGE>

     WHEREAS, pursuant to the terms of the Loan Agreement, Mortgagor may request
and Mortgagee may make certain additional obligatory advances of the Loan
proceeds ("Additional Advances"); and

     WHEREAS, prior to any Additional Advances, Mortgagor and Mortgagee will
amend this Mortgage to increase the amount of indebtedness secured hereby and
pay any mortgage tax required in conjunction therewith.

     NOW, THEREFORE, to secure to Mortgagee the payment of the aforesaid
indebtedness, with interest thereon, the payment of all present and future
indebtedness from Mortgagor to Mortgagee, and the performance of the covenants
and agreements herein contained and contained in the Loan Agreement, or any
other documents related to the Loan, including without limitation, all
obligations and liabilities of Mortgagor under any Hedging Contract, interest
rate swap agreements, interest rate cap agreements and interest rate collar
agreements, and all other agreements or arrangements with the Mortgagee designed
to protect Mortgagor against fluctuations in interest rates or currency exchange
rates, Mortgagor does hereby grant, bargain, sell, convey, mortgage and grant a
security interest unto Mortgagee and to its successors and assigns the real
property located in Tulsa County, Oklahoma, described on attached Exhibit "A",
together with all and singular the tenements, hereditaments and appurtenances
thereof; all buildings and improvements now or hereafter constructed on such
real property; and all fixtures, equipment, machinery, apparatus and articles of
personal property of every kind and character now owned or hereafter acquired by
Mortgagor and now or hereafter located in or on the aforesaid buildings and
improvements or used or useful for the operation, construction, ownership,
management, maintenance, financing or sale of the foregoing real property,
buildings or improvements, and all accounts, instruments, documents, chattel
paper, contract rights, inventory, general intangibles and goods, all of which
property is herein called the "Collateral", which shall include, but not be
limited to: (a) all signs, draperies, screens, awnings, storm windows and doors,
window shades, cabinets, partitions, floor coverings, escalators, elevators and
motors, ranges, refrigerators, boilers, tanks, furnaces, radiators and all
heating, lighting, plumbing, gas, electric, ventilating, refrigerating, air
conditioning, laundry, cleaning, fire prevention, fire extinguishing,
communications, kitchen and incinerating equipment of whatsoever kind and
character; (b) all of the right, title and interest of Mortgagor in and to any
items of personal property which may be subject to a title retention or security
agreement superior in lien to the lien of this Mortgage; and (c) proceeds and
products thereof; provided the Collateral shall not include fixtures and
furnishings owned by bona fide tenants of the improvements. The above described
real estate, appurtenances, improvements and Collateral are hereinafter
collectively called the "Mortgaged Premises" and are hereby declared to be
subject to the lien of this Mortgage as security for the payment of the
indebtedness herein described. All of the terms used in this paragraph which are
defined in the Oklahoma Uniform Commercial Code (the "UCC") shall have the
meanings set forth in the UCC.

     TO HAVE AND TO HOLD the Mortgaged Premises with all the rights,
improvements and appurtenances thereunto belonging, or in anywise appertaining
unto Mortgagee, its successors and assigns, forever. Mortgagor covenants that,
except for rights-of-way and easements of record and other exceptions as may be
approved by Mortgagee, Mortgagor is seized of an indefeasible estate in fee


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<PAGE>

simple in the Mortgaged Premises, that Mortgagor has good title to the Mortgaged
Premises, a good right to sell, convey and mortgage the same, that the Mortgaged
Premises are free and clear of all general and special taxes, liens, charges and
encumbrances of every kind and character, and that Mortgagor hereby warrants and
will forever defend the title thereto against the claims of all persons
whomsoever.

     1. Payment of Debt. If Mortgagor shall pay the indebtedness herein
described and Mortgagor shall in all things do and perform all other acts and
agreements herein contained to be done, then, in that event only, this Mortgage
shall be and become null and void.

      2. Maintenance; Waste. With respect to the Mortgaged Premises, Mortgagor
covenants and agrees to keep the same in good condition and repair; to pay all
general and special taxes and assessments and other charges that may be levied
or assessed upon or against the same as they become due and payable and to
furnish to Mortgagee receipts showing payment of any such taxes and assessments,
if demanded; to pay all debts for repair or improvements now existing or
hereafter arising which may become liens upon or charges against the Mortgaged
Premises; to comply with or cause to be complied with all requirements of any
governmental authority relating to the Mortgaged Premises; to promptly repair,
restore, replace or rebuild any part of the Mortgaged Premises which may be
damaged or destroyed by any casualty whatsoever or which may be affected by any
condemnation proceeding or exercise of eminent domain; and to promptly notify
Mortgagee of any damage to the Mortgaged Premises in excess of One Million
Dollars ($1,000,000.00). Mortgagor further covenants and agrees that Mortgagor
will not commit or suffer to be committed any waste of the Mortgaged Premises;
initiate, join in or consent to any change in any private restrictive covenant,
zoning ordinance or other public or private restrictions limiting or defining
the uses which may be made of the Mortgaged Premises or any part thereof; permit
any lien or encumbrance of any kind or character to accrue or remain on the
Mortgaged Premises or any part thereof which might take precedence over the lien
of this Mortgage.

     3. Taxes and Insurance. Mortgagor will pay or cause to be paid all real
estate taxes and assessments on the Mortgaged Premises and all insurance
premiums for hazard and liability insurance covering the Mortgaged Premises as
the same shall become due as further set forth in the Loan Agreement.
Furthermore, Mortgagor shall submit evidence of payment of the same upon written
request from Mortgagee. In the event of a default in the payment of such taxes
or insurance then Mortgagee shall be permitted to pay the taxes and/or insurance
to protect the Mortgaged Premises and charge the same to the Mortgagor as
additional indebtedness secured by the Mortgage. Notwithstanding the foregoing,
Mortgagee shall reserve the right to require Mortgagor to pay to Mortgagee in
addition to the monthly installments of principal and interest a sum (herein
"Funds") equal to one-twelfth of the yearly taxes and assessments which may
attain priority over this Mortgage plus one-twelfth of yearly premium
installments for hazard insurance, all as reasonably estimated initially and
from time to time by Mortgagee on the basis of assessments and bills and
reasonable estimates thereof. The Funds shall be held by Mortgagee, who shall
apply the Funds to pay said taxes, assessments and insurance premiums. Mortgagee
shall make no charge for so holding and applying the Funds or verifying and
compiling said assessments and bills. Mortgagee shall not be required to pay
Mortgagor any interest on the Funds. Mortgagee shall give to Mortgagor, without


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<PAGE>

charge, an annual accounting of the Funds showing credits and debits to the
Funds and the purpose for which each debit to the Funds was made. The Funds are
pledged as additional security for the indebtedness secured by this Mortgage.
Funds paid hereunder may be commingled with other funds of the Mortgagee.

     If the amount of the Funds held by Mortgagee shall not be sufficient to pay
taxes, assessments and insurance premiums as they fall due, Mortgagor shall pay
to Mortgagee the amount of any such deficiency within thirty days after notice
from Mortgagee to Mortgagor requesting payment thereof.

     Upon payment in full of all sums secured by this Mortgage, Mortgagee shall
promptly refund to Mortgagor any Funds held by Mortgagee.

     4. Alterations. Except as permitted under the Loan Agreement, no completed
building or other property now or hereafter subject to the lien of this Mortgage
shall be removed, demolished or materially altered, without the prior written
consent of Mortgagee, except that Mortgagor shall have the right, without such
consent, to remove and dispose of, free from the lien of this Mortgage, such
Collateral as from time to time may become worn or obsolete, provided that
either: (a) simultaneously with or prior to such removal, any such Collateral
shall be replaced with other Collateral of a value at least equal to that of the
replaced Collateral and free from any title retention device, security agreement
or other encumbrance, and by such removal or replacement, Mortgagor shall be
deemed to have subjected such Collateral to the lien of this Mortgage; or (b)
any net cash proceeds received from such disposition shall be paid over promptly
to Mortgagee to be applied to the last installments due on the indebtedness
hereby secured, without any charge for prepayment.

     5. Default; Remedies. Upon the failure of Mortgagor (after notice to
Mortgagor and expiration of any applicable cure period pursuant to the Loan
Agreement) to pay any of the taxes, assessments, debts, liens or other charges
as the same become due and payable, or to insure the Mortgaged Premises as
required under the Loan Agreement, or to perform any of Mortgagor's covenants
and agreements herein, Mortgagee is hereby authorized, at its option, to insure
the Mortgaged Premises, or any part thereof, and pay the costs of such insurance
and to pay such taxes, assessments, debts, liens or other charges herein
described, or any part thereof, and to remedy Mortgagor's failure to perform
hereunder and pay the costs associated therewith, and Mortgagor hereby agrees to
refund on demand all sum or sums so paid, with interest thereon at the default
rate under the Note; and any such sum or sums so paid together with interest
thereon shall become a part of the indebtedness hereby secured; provided,
however, that the retention of a lien hereunder for any sum so paid shall not be
a waiver of subrogation or substitution which Mortgagee might otherwise have. In
the event of the failure of Mortgagor to pay any of the taxes, assessments,
debts, liens or other charges herein described as the same become due and
payable (provided, however, Mortgagor shall have the right to contest any such
charges in good faith by appropriate proceedings and thereby not be in default)
or to keep the Mortgaged Premises insured in the manner and time herein
provided, or the failure to deliver renewal policies in the manner and time
herein provided, or if any installment of principal or interest is not paid at
or within the time required by the terms of the Note, or the failure to do any
of the things herein agreed to be done, or on the breach of any of the terms of
the Note, the Loan Agreement, the Loan documents (as defined in the Loan


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<PAGE>

Agreement), this Mortgage or any other instrument securing or evidencing the
indebtedness hereby secured, beyond any applicable grace period contained
therein, including, without limitation, all agreements between Mortgagee and the
Mortgagor which give rise to Hedging Obligations (as defined in the Loan
Agreement), then, in any of such events, whether Mortgagee has paid any of the
taxes, liens or other charges, or procured the insurance, or remedied
Mortgagor's failure to perform, all as above mentioned, or not, Mortgagor shall
be in default hereunder. In the event of default, after applicable cure period,
Mortgagee may either (1) declare the principal of the Note, all interest accrued
thereon and all other sums hereby secured, without deduction and without notice,
to be immediately due and payable, and Mortgagee will be entitled to foreclose
this Mortgage by judicial proceeding, or (2) after any notice to Mortgagor and
Mortgagor required by the Oklahoma Power of Sale Mortgage Foreclosure Act,
declare the principal of the Note, all interest accrued thereon and all other
sums hereby secured, without deduction, to be immediately due and payable, and
Mortgagee will be entitled to foreclose this Mortgage by power of sale pursuant
to the provisions of the Oklahoma Power of Sale Mortgage Foreclosure Act.
Mortgagor hereby confers upon Mortgagee and grants to Mortgagee the power to
sell the Mortgaged Premises. On default, Mortgagee will be entitled to exercise
all further and additional remedies as might now or hereafter be accorded to
Mortgagee at law or in equity. Whether Mortgagee elects to foreclose this
Mortgage by judicial proceeding or by power of sale, Mortgagee shall,
immediately on default, be entitled to the possession of the Mortgaged Premises
and the rents and profits thereof, and shall be entitled to have a receiver
appointed to take possession of the Mortgaged Premises without notice, which
notice Mortgagor hereby waives, notwithstanding anything contained in this
Mortgage or any law heretofore or hereafter enacted.

     6. Taxes; Expenses. Mortgagor agrees to pay any and all taxes which may be
levied or assessed directly or indirectly upon the Note, this Mortgage and the
indebtedness hereby secured, and further agrees to pay all expenses incurred in
connection with the creation of the indebtedness hereby secured, including,
without limitation, all broker's fees, real estate commissions, attorneys' fees,
title guaranty fees, survey expenses, appraiser's fees, abstracting expenses,
recording costs and lien indemnification fees, without regard to any law which
may be hereafter enacted imposing payment of the whole or any part thereof upon
Mortgagee; and, upon violation of this agreement, or upon the rendering by any
court of competent jurisdiction of a decision that such an agreement by a
mortgagor is legally inoperative, or if the rate of said taxes and expenses
added to the rate of interest provided for in the Note shall exceed the then
legal rate of interest, then, and in any such event, the indebtedness hereby
secured, w


 
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