GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION;
(II)
IT IS DULY QUALIFIED TO TRANSACT BUSINESS AND IS IN GOOD STANDING IN
THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED;
(III)
IT HAS FULL CORPORATE OR OTHER ORGANIZATIONAL POWER AND LAWFUL
AUTHORITY TO EXECUTE AND DELIVER THIS MORTGAGE AND TO MORTGAGE AND GRANT A LIEN
ON AND SECURITY INTEREST IN THE MORTGAGED PROPERTY AND OTHERWISE ASSIGN THE
MORTGAGOR'S INTEREST AND OTHERWISE PERFORM ITS OBLIGATIONS AS CONTEMPLATED
HEREIN, AND ALL CORPORATE AND GOVERNMENTAL ACTIONS, CONSENTS, AUTHORIZATIONS AND
APPROVALS NECESSARY OR REQUIRED THEREFOR HAVE BEEN DULY AND EFFECTIVELY TAKEN OR
OBTAINED; AND
(IV)
THIS MORTGAGE IS A LEGAL, VALID AND BINDING OBLIGATION OF THE MORTGAGOR,
ENFORCEABLE AGAINST THE MORTGAGOR IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY OR SIMILAR
LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY OR BY EQUITABLE
PRINCIPLES RELATING TO ENFORCEABILITY.
SECTION 3.2
WARRANTY OF TITLE.
THE MORTGAGOR REPRESENTS AND WARRANTS THAT AS
OF THE DATE HEREOF:
(I)
IT HAS GOOD AND MARKETABLE FEE SIMPLE TITLE TO THE PREMISES AND THE
LANDLORD'S INTEREST AND ESTATE UNDER OR IN RESPECT OF THE LEASES AND GOOD TITLE
TO THE INTEREST IT PURPORTS TO OWN OR HOLD IN AND TO EACH OF THE PERMITS, THE
CONTRACTS AND THE RECORDS, IN EACH CASE SUBJECT TO NO LIENS, EXCEPT FOR PRIOR
LIENS;
(II)
IT HAS GOOD TITLE TO THE INTEREST IT PURPORTS TO OWN OR HOLD IN AND TO
ALL RIGHTS AND APPURTENANCES TO OR THAT CONSTITUTE A PORTION OF THE MORTGAGED
PROPERTY, EXCEPT FOR PRIOR LIENS;
10
(III)
IT IS IN COMPLIANCE WITH EACH TERM, CONDITION AND PROVISION OF ANY
OBLIGATION OF THE MORTGAGOR WHICH IS SECURED BY THE MORTGAGED PROPERTY OR THE
NONCOMPLIANCE WITH WHICH MAY RESULT IN THE IMPOSITION OF A LIEN ON THE MORTGAGED
PROPERTY; AND
(IV)
THIS MORTGAGE CREATES AND CONSTITUTES A VALID AND ENFORCEABLE FIRST
PRIORITY LIEN ON THE MORTGAGED PROPERTY SUBJECT TO PRIOR LIENS, AND, TO THE
EXTENT ANY OF THE MORTGAGED PROPERTY SHALL CONSIST OF FIXTURES, A FIRST PRIORITY
SECURITY INTEREST IN THE FIXTURES, WHICH FIRST PRIORITY LIEN AND FIRST PRIORITY
SECURITY INTEREST ARE SUBJECT ONLY TO PRIOR LIENS.
SECTION 3.3
CONDITION OF MORTGAGED PROPERTY.
THE MORTGAGOR REPRESENTS AND
WARRANTS THAT:
(I)
THERE HAS BEEN ISSUED AND THERE REMAINS IN FULL FORCE AND EFFECT
SUBJECT TO NO REVOCATION, SUSPENSION, FORFEITURE OR MODIFICATION, EACH AND EVERY
MATERIAL PERMIT NECESSARY FOR THE PRESENT AND CONTEMPLATED USE, OPERATION AND
OCCUPANCY OF THE PREMISES BY THE MORTGAGOR AND ITS TENANTS AND THE CONDUCT OF
THEIR RESPECTIVE BUSINESSES AND ALL REQUIRED ZONING, BUILDING CODE, LAND USE,
ENVIRONMENTAL AND OTHER SIMILAR PERMITS;
(II)
TO THE BEST OF ITS KNOWLEDGE, WITHOUT INDEPENDENT INVESTIGATION, THE
PREMISES AND THE PRESENT AND CONTEMPLATED USE AND OCCUPANCY THEREOF COMPLY WITH
ALL APPLICABLE ZONING ORDINANCES, BUILDING CODES, LAND USE LAWS, SET BACK OR
OTHER DEVELOPMENT AND/OR USE REQUIREMENTS OF GOVERNMENTAL AUTHORITIES;
(III)
THE PREMISES ARE SERVED BY ALL UTILITIES (INCLUDING, WITHOUT
LIMITATION, PUBLIC WATER AND SEWER