the Personal Property and the Purchase and
Sale Agreements, together with all proceeds and products, whether now or at any
time hereafter acquired and whether or not used in any way in connection with
the development, construction, marketing or operation of the Real Estate, to
secure all Obligations.
This instrument is intended to take effect as a mortgage pursuant to
Pennsylvania law, and as a security agreement to the UCC and is to be filed with
Office of the Recorder of Deeds of Allegheny County, Pennsylvania as a fixture
financing statement pursuant to the UCC.
Mortgagor hereby covenants, warrants, represents and agrees with Agent, its
successors and assigns, and the Lenders that:
1.
TITLE.
MORTGAGOR HAS GOOD MARKETABLE
TITLE TO THE MORTGAGED PROPERTY AND HAS GOOD RIGHT, FULL POWER AND LAWFUL
AUTHORITY TO GRANT AND CONVEY THE SAME IN THE MANNER AFORESAID; AND THAT THE
MORTGAGED PROPERTY IS FREE AND CLEAR OF ALL ENCUMBRANCES AND EXCEPTIONS, EXCEPT
FOR THE PERMITTED TITLE EXCEPTIONS, IF ANY, AS SET FORTH ON SCHEDULE B,
SECTION II OF TITLE INSURANCE POLICY NO.
ISSUED BY FIDELITY
NATIONAL TITLE INSURANCE CO.
4
MORTGAGOR SHALL MAKE ANY FURTHER ASSURANCES OF TITLE THAT AGENT MAY IN GOOD
FAITH REQUIRE INCLUDING, WITHOUT LIMITATION, SUCH FURTHER INSTRUMENTS AS MAY BE
REQUESTED BY AGENT TO CONFIRM THE ASSIGNMENT TO AGENT OF ALL AWARDS.
2.
PERFORMANCE OF OBLIGATIONS.
MORTGAGOR
SHALL PERFORM AND OBSERVE ALL OF THE OBLIGATIONS AND CONDITIONS SET FORTH IN
EACH OF THE GUARANTY, THIS MORTGAGE, THE COLLATERAL ASSIGNMENT OF LEASES AND
RENTS, AND EACH OF THE OTHER AGREEMENTS, IF ANY, EXECUTED BY MORTGAGOR IN
CONNECTION WITH THE LOAN.
3.
PROTECTION AND MAINTENANCE.
MORTGAGOR
SHALL PROTECT AND MAINTAIN, OR CAUSE TO BE PROTECTED AND MAINTAINED BY THE
TENANT, IN GOOD, FIRST-CLASS AND SUBSTANTIAL ORDER, REPAIR AND TENANTABLE
CONDITION AT ALL TIMES, THE BUILDINGS AND STRUCTURES NOW STANDING OR HEREAFTER
ERECTED ON THE MORTGAGED PROPERTY, AND ANY ADDITIONS AND IMPROVEMENTS THERETO,
AND ALL PERSONAL PROPERTY NOW OR HEREAFTER SITUATED THEREIN, AND THE UTILITY
SERVICES, THE PARKING AREAS AND ACCESS ROADS, AND ALL BUILDING FIXTURES AND
EQUIPMENT AND ARTICLES OF PERSONAL PROPERTY NOW OR HEREAFTER ACQUIRED AND USED
IN CONNECTION WITH THE OPERATION OF THE MORTGAGED PROPERTY.
MORTGAGOR SHALL
PROMPTLY REPLACE, OR SHALL CAUSE TENANT TO PROMPTLY REPLACE, ANY OF THE
AFORESAID WHICH MAY BECOME LOST, DESTROYED OR UNSUITABLE FOR USE WITH OTHER
PROPERTY OF SIMILAR CHARACTER.
4.
INSURANCE COVERAGES.
MORTGAGOR SHALL
INSURE, OR SHALL CAUSE TO BE INSURED BY TENANT, THE MORTGAGED PROPERTY AND THE
OPERATION THEREOF WITH SUCH COVERAGES AND IN SUCH AMOUNTS AS ARE REQUIRED BY THE
PROVISIONS OF THE LOAN AGREEMENT AND SHALL AT ALL TIMES KEEP, OR CAUSE THE
TENANT TO KEEP, SUCH INSURANCE IN FULL FORCE AND EFFECT AND PAY ALL PREMIUMS
THEREFOR.
CERTIFICATES OF INSURANCE SHALL BE DELIVERED TO AGENT AND THE
LENDERS, AND MORTGAGOR SHALL DELIVER TO THE AGENT AND THE LENDERS SUCH A
CERTIFICATE AS A REPLACEMENT FOR AN EXPIRING CERTIFICATE REQUIRED TO BE
DEPOSITED HEREUNDER AT LEAST THIRTY (30) DAYS BEFORE THE