Agenda - Council - 08/13/2013 - Laserfiche WebLink

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ARTICLE V MISCELLANEOUS Section 5.1. Recording. The Company will cause this Mortgage and all supplements hereto and any other instruments of further assurance to be promptly recorded, filed and registered, and at all times to be recorded, filed and registered, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Trustee hereunder as to all Mortgaged Property. Section 5.2. Title Opinion or Title Insurance. The Company will furnish to the Trustee simultaneously with the recordation and filing of this Mortgage, (1) a title opinion in form satisfactory to the Trustee, or (ii) an A.L.T.A. form of Mortgagee insurance policy naming the Trustee as mortgagee, insuring that the Company has good and marketable fee simple title to the real estate comprising the Mortgaged Property, subject only to this Mortgage and Permitted Encumbrances as defined herein. Moreover, the Company will furnish to the Trustee promptly after the execution and delivery of each supplemental instrument of further assurance, an opinion of counsel stating that, in the opinion of such counsel, such supplemental instrument of further assurance has been properly recorded, fled and/or registered in each requisite jurisdiction and reciting the date or dates of such recordation, filing and/or registration. Section 5.3. Binding Effect; Mortgage Covenants. All terms, covenants, conditions and agreements of the Company contained herein or set forth in this Mortgage shall be binding upon the Company, its successors and assigns, and every covenant, condition and agreement herein contained or set forth in the Loan Agreement in favor of the Trustee shall apply to and inure to the benefit of the Trustee, its successors or assigns. This Mortgage is expressly made subject to all terms, conditions, covenants and agreements set forth in the Loan Agreement. The representations and warranties made in this Mortgage shall survive the closing of the financing transaction contemplated hereby and remain valid and effective for the term of this Mortgage. This Mortgage contains Minnesota mortgage covenants and is subject to Minnesota statutory mortgage conditions for the breach of which it is subject to foreclosure as required by law. Section 5.4. Amendments_ Except as provided in Article IV hereof, this Mortgage may not be amended. Section 5.5. Use of Mortgaged Property; Redemption; Insurance. It is recognized by the parties hereto that unless and until an Event of Default shall have occurred under the Loan Agreement, and the Trustee shall have exercised one of the remedies under Article II hereof, the Company shall have the unencumbered right to the use of the Mortgaged Property in the ordinary course of its business, subject to the Loan Agreement. The Company has agreed in Article IV of the Loan Agreement to maintain specific types of insurance in specific amounts. I3 5601362v2