Agenda - Council - 07/12/2022 - Laserfiche WebLink

Home

ARTICLE III REPRESENTATIONS, COVENANTS AND PERMITTED ENCUMBRANCES Section 3.1 Warranty of Title. The Mortgagor hereby covenants and warrants that it is and will continue to be well and truly seized of good title in fee simple to the Mortgaged Property and that it has good right and lawful authority to convey and grant a lien and security interest in the same to the Mortgagee and that the title, lien, and security interest hereby conveyed is and will forever be free, clear, and unencumbered, subject, however, to Permitted Encumbrances. The Mortgagor covenants and agrees to warrant and defend its good and insurable title to the Mortgaged Property (subject to Permitted Encumbrances) and its good right and lawful authority to grant a lien and security interest in the same to the Mortgagee. Section 3.2 Permitted Encumbrances. "Permitted Encumbrances" shall mean,with respect to the Mortgaged Property, the following: (a) liens for taxes, levies, assessments, utility rents, rates and charges, licenses or permits or other impositions, provided that in each case the same shall either (i) not be due and payable; (ii) not be delinquent to the extent that penalties for nonpayment may then be assessed, or the Mortgaged Property or any portion thereof, shall then be subject to forfeiture or(iii)be a lien, the amount or validity of which is being contested in good faith by the Mortgagor in accordance with the Loan Agreement; (b) mechanics',workmen's,repairmen's, supplier's,vendors'or carriers'liens or other similar liens,provided that the contract price secured by the lien is not yet due or the amount or validity of the lien shall be contested in good faith by the Mortgagor in accordance with the Loan Agreement; (c) financing statements naming the Issuer or the Mortgagor as debtor and naming the Issuer or the Mortgagee as secured party, filed to perfect the security interests granted by the Indenture, the Loan Agreement, and this Mortgage; (d) rights of the United States or any state or political subdivision thereof (which for purposes of this definition shall include any taxing or improvement district), or other public or governmental authority or agency, to take, use or control property or to terminate any right,power, franchise, grant, license or permit previously in force; (e) any leases, subleases, transfers, or assignments permitted under the Loan Agreement; (f) the pendency or filing of any application or proceedings seeking to annex or rezone the Mortgaged Property or any portion thereof, or to include it in any political subdivision; (g) those liens, encumbrances, easements, servitudes, licenses, rights-of-way described in EXHIBIT B attached hereto; (h) the Lease and the Assignment of Lease; and 14 73092175v4