HAVE AND TO HOLD the Mortgaged Property and the rights and privileges hereby
mortgaged unto Mortgagee, its successors and assigns for the uses and purposes
set forth, until the Obligations are fully paid and performed, provided,
however, that the condition of this Mortgage is such that if the Obligations are
fully paid and performed, then the mortgage hereby granted shall cease,
terminate and become void.
This Mortgage covers present and future advances and re-advances, in the
aggregate amount of the obligations secured hereby, made by the Secured Parties
for the benefit of Mortgagor, and the lien of such future advances and
re-advances shall relate back to the date of this Mortgage.
The maximum amount
of the obligations secured hereby will not exceed
($
).
The rules of construction set forth in the Intercreditor Agreement shall be
applicable to this Mortgage mutatis mutandis.
Terms and Conditions
Mortgagor further represents, warrants, covenants and agrees with Mortgagee and
the Secured Parties as follows:
1.
DEFINED TERMS.
CAPITALIZED TERMS NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED THERETO IN THE CREDIT
AGREEMENT.
REFERENCES IN THIS MORTGAGE TO THE "DEFAULT RATE" SHALL MEAN THE
INTEREST RATE APPLICABLE PURSUANT TO SUBSECTION 3.1(C) OF THE CREDIT AGREEMENT.
REFERENCES HEREIN TO THE "SECURED PARTIES" MEAN THE REFERENCE TO THE SECURED
PARTIES AS DEFINED IN [THE GUARANTEE AND COLLATERAL AGREEMENT].
2.
WARRANTY OF TITLE.
MORTGAGOR WARRANTS
THAT IT HAS GOOD RECORD TITLE IN FEE SIMPLE TO THE REAL ESTATE, AND GOOD TITLE
TO THE REST OF THE MORTGAGED PROPERTY, SUBJECT ONLY TO THE MATTERS THAT ARE SET
FORTH IN SCHEDULE B OF THE TITLE INSURANCE POLICY OR POLICIES BEING ISSUED TO
MORTGAGEE TO INSURE THE LIEN OF THIS MORTGAGE AND ANY OTHER LIEN OR ENCUMBRANCE
AS PERMITTED BY SUBSECTION 7.2 OF THE CREDIT AGREEMENT (THE "PERMITTED LIENS").
MORTGAGOR SHALL WARRANT, DEFEND AND PRESERVE SUCH TITLE AND THE LIEN OF THIS
MORTGAGE AGAINST ALL CLAIMS OF ALL PERSONS AND ENTITIES (NOT INCLUDING THE
HOLDERS OF THE PERMITTED LIENS).
MORTGAGOR REPRESENTS AND WARRANTS THAT IT HAS
THE RIGHT TO MORTGAGE THE MORTGAGED PROPERTY.
D-5
3.
PAYMENT OF OBLIGATIONS.
MORTGAGOR
SHALL PAY AND PERFORM THE OBLIGATIONS AT THE TIMES AND PLACES AND IN THE MANNER
SPECIFIED IN THE LOAN DOCUMENTS.
4.
REQUIREMENTS.
MORTGAGOR SHALL PROMPTLY
COMPLY WITH ALL COVENANTS, RESTRICTIONS AND CONDITIONS NOW OR LATER OF RECORD
WHICH MAY BE APPLICABLE TO ANY OF THE MORTGAGED PROPERTY, OR TO THE USE, MANNER
OF USE, OCCUPANCY, POSSESSION, OPERATION, MAINTENANCE, ALTERATION, REPAIR OR
RECONSTRUCTION OF ANY OF THE MORTGAGED PROPERTY, EXCEPT WHERE A FAILURE TO DO SO
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.
PAYMENT OF TAXES AND OTHER
IMPOSITIONS.
(A)
PROMPTLY WHEN DUE OR PRIOR TO THE DATE ON WHICH ANY FINE,
PENALTY, INTEREST OR COST MAY BE ADDED THERETO OR IMPOSED, MORTGAGOR SHALL PAY
AND DISCHARGE ALL TAXES, CHARGES AND ASSESSMENTS OF EVERY KIND AND NATURE, ALL
CHARGES FOR ANY EASEMENT OR AGREEMENT MAINTAINED FOR THE BENEFIT OF ANY OF THE
REAL ESTATE, ALL GENERAL