OF MORTGAGOR OR ANY ORDER OF ANY
GOVERNMENTAL AUTHORITY, (III) WILL NOT VIOLATE OR RESULT IN A DEFAULT UNDER ANY
INDENTURE, AGREEMENT OR OTHER INSTRUMENT BINDING UPON MORTGAGOR OR ITS ASSETS,
OR GIVE RISE TO A RIGHT THEREUNDER TO REQUIRE ANY PAYMENT TO BE MADE BY
MORTGAGOR, AND (IV) WILL NOT RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN ON
ANY ASSET OF MORTGAGOR, EXCEPT THE LIEN OF THIS MORTGAGE.
(D)
THIS MORTGAGE AND THE UNIFORM COMMERCIAL CODE FINANCING STATEMENTS
DESCRIBED IN SECTION 1.09 OF THIS MORTGAGE, WHEN DULY RECORDED IN THE PUBLIC
RECORDS IDENTIFIED IN THE U.S. PERFECTION CERTIFICATE WILL CREATE A VALID,
PERFECTED AND ENFORCEABLE LIEN UPON AND SECURITY INTEREST IN ALL OF THE
MORTGAGED PROPERTY.
(E)
MORTGAGOR WILL FOREVER WARRANT AND DEFEND ITS TITLE TO THE MORTGAGED
PROPERTY, THE RIGHTS OF MORTGAGEE THEREIN UNDER THIS MORTGAGE AND THE VALIDITY
AND PRIORITY OF THE LIEN OF THIS MORTGAGE THEREON AGAINST THE CLAIMS OF ALL
PERSONS AND PARTIES EXCEPT THOSE HAVING RIGHTS UNDER PERMITTED LIENS TO THE
EXTENT OF THOSE RIGHTS.
SECTION 1.02.
CREDIT AGREEMENT.
THIS MORTGAGE IS GIVEN PURSUANT TO THE CREDIT
AGREEMENT, THE OTHER LOAN DOCUMENTS, THE SECURED HEDGING AGREEMENTS AND THE
SECURED CASH MANAGEMENT AGREEMENTS (COLLECTIVELY, THE "SECURED DEBT
AGREEMENTS").
MORTGAGOR EXPRESSLY COVENANTS AND AGREES TO PAY WHEN DUE, AND TO
TIMELY PERFORM, AND TO CAUSE THE OTHER LOAN PARTIES TO PAY WHEN DUE, AND TO
TIMELY PERFORM, THE OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THE SECURED DEBT
AGREEMENTS.
SECTION 1.03.
PAYMENT OF TAXES, AND OTHER OBLIGATIONS.
(A)
MORTGAGOR WILL PAY
AND DISCHARGE FROM TIME TO TIME PRIOR TO THE TIME WHEN THE SAME SHALL BECOME
DELINQUENT, AND BEFORE ANY INTEREST OR PENALTY ACCRUES THEREON OR ATTACHES
THERETO, ALL TAXES AND OTHER OBLIGATIONS WITH RESPECT TO THE MORTGAGED PROPERTY
OR ANY PART THEREOF OR UPON THE RENTS FROM THE MORTGAGED PROPERTY OR ARISING IN
RESPECT OF THE OCCUPANCY, USE OR POSSESSION THEREOF IN ACCORDANCE WITH, AND TO
THE EXTENT REQUIRED BY, THE CREDIT AGREEMENT.
(B)
IN THE EVENT OF THE PASSAGE OF ANY STATE, FEDERAL, MUNICIPAL OR OTHER
GOVERNMENTAL LAW, ORDER, RULE OR REGULATION SUBSEQUENT TO THE DATE HEREOF
(I) DEDUCTING FROM THE VALUE OF REAL PROPERTY FOR THE PURPOSE OF TAXATION ANY
LIEN OR ENCUMBRANCE THEREON OR IN ANY MANNER CHANGING OR MODIFYING THE LAWS NOW
IN FORCE GOVERNING THE TAXATION OF THIS MORTGAGE OR
5
DEBTS SECURED BY MORTGAGES OR DEEDS OF TRUST (OTHER THAN LAWS GOVERNING INCOME,
FRANCHISE AND SIMILAR TAXES GENERALLY) OR THE MANNER OF COLLECTING TAXES THEREON
AND (II) IMPOSING A TAX TO BE PAID BY MORTGAGEE, EITHER DIRECTLY OR INDIRECTLY,
ON THIS MORTGAGE OR ANY OF THE OTHER SECURED DEBT AGREEMENTS, OR REQUIRING AN
AMOUNT OF TAXES TO BE WITHHELD OR DEDUCTED THEREFROM, MORTGAGOR WILL PROMPTLY
(I) NOTIFY MORTGAGEE OF SUCH EVENT, (II) ENTER INTO SUCH FURTHER INSTRUMENTS AS
MORTGAGEE MAY DETERMINE ARE REASONABLY NECESSARY OR DESIRABLE TO OBLIGATE
MORTGAGOR TO MAKE ANY ADDITIONAL PAYMENTS NECESSARY TO PUT THE LENDERS AND
SECURED PARTIES IN THE SAME FINANCIAL