request
and expense of the Mortgagor, satisfy this Mortgage (without recourse and
without representations or warranties) and the estate, right, title and interest
of the Mortgagee in the Mortgaged Property shall cease, and upon payment to the
Mortgagee of all costs and expenses incurred for the preparation of the release
or assignment hereinafter referenced and all recording costs if allowed by law,
the Mortgagee shall release this Mortgage and the lien hereof by proper
instrument or, at Mortgagor's request, assign this Mortgage without recourse,
representation or warranty of any kind, other than a representation that the
Mortgagee has not assigned its interests in this Mortgage as of such date.
ARTICLE I
REPRESENTATIONS, WARRANTIES, COVENANTS
AND AGREEMENTS OF THE MORTGAGOR
1.01
TITLE TO THE MORTGAGED PROPERTY.
THE MORTGAGOR REPRESENTS AND WARRANTS:
(A) IT HAS GOOD FEE SIMPLE TITLE TO THE MORTGAGED PROPERTY, FREE AND CLEAR OF
ANY LIENS, OTHER THAN THE PERMITTED LIENS RELATED THERETO, AND IS LAWFULLY
SEIZED AND POSSESSED OF THE MORTGAGED PROPERTY; (B) AFTER RECORDING THIS
MORTGAGE IS A VALID FIRST PRIORITY LIEN UPON THE MORTGAGED PROPERTY (SUBJECT TO
THE PERMITTED LIENS RELATED THERETO); (C) IT HAS FULL POWER AND AUTHORITY TO
ENCUMBER THE MORTGAGED PROPERTY IN THE MANNER SET FORTH HEREIN; AND (D) THERE
ARE NO DEFENSES OR OFFSETS TO THIS MORTGAGE OR TO THE OBLIGATIONS WHICH IT
SECURES.
THE MORTGAGOR SHALL PRESERVE SUCH TITLE AND THE VALIDITY AND PRIORITY
OF THIS MORTGAGE AND SHALL FOREVER WARRANT AND DEFEND THE SAME TO THE MORTGAGEE
AND THE MORTGAGEE'S SUCCESSORS AND ASSIGNS AGAINST THE CLAIMS OF ALL PERSONS AND
PARTIES WHATSOEVER.
THE MORTGAGOR SHALL TAKE NO ACTION NOR SHALL IT FAIL TO
TAKE ANY ACTION WHICH COULD RESULT IN AN IMPAIRMENT OF THE LIEN OF THIS MORTGAGE
OR WHICH COULD FORM THE BASIS FOR ANY PERSON(S) TO CLAIM AN INTEREST IN THE
MORTGAGED PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY CLAIM FOR ADVERSE USE OR
POSSESSION OR ANY IMPLIED DEDICATION OR EASEMENT BY PRESCRIPTION) OTHER THAN
PERMITTED LIENS RELATED THERETO.
IF ANY LIEN (OTHER THAN A PERMITTED LIEN)
EXISTS AGAINST ALL OR ANY PORTION OF THE MORTGAGED PROPERTY, THE MORTGAGOR SHALL
PROMPTLY, AT ITS EXPENSE: (A) PROVIDE THE
MORTGAGEE WITH WRITTEN NOTICE OF SUCH
LIEN, INCLUDING INFORMATION RELATING TO THE AMOUNT OF SUCH LIEN; AND (B) PAY
SUCH LIEN IN FULL OR TAKE SUCH OTHER ACTION TO CAUSE SUCH LIEN TO BE RELEASED,
OR, SO LONG AS THE LIEN OF THIS MORTGAGE IS NOT COMPROMISED, CONTEST THE SAME IN
GOOD FAITH AND BY APPROPRIATE PROCEEDINGS AND OTHERWISE IN ACCORDANCE WITH THE
PROVISIONS OF THE CREDIT AGREEMENT.
FROM AND AFTER THE OCCURRENCE OF AN EVENT
OF DEFAULT, THE MORTGAGEE MAY, BUT SHALL NOT BE OBLIGATED, TO PAY ANY SUCH
ASSERTED LIEN IF NOT TIMELY PAID BY THE MORTGAGOR.
1.02
COMPLIANCE WITH LAW.
THE MORTGAGOR REPRESENTS AND WARRANTS THAT IT
POSSESSES ALL MATERIAL CERTIFICATES, LICENSES, AUTHORIZATIONS, REGISTRATIONS,
PERMITS AND/OR APPROVALS NECESSARY FOR THE OWNERSHIP, OPERATION, LEASING AND
MANAGEMENT OF THE MORTGAGED PROPERTY, INCLUDING, BUT NOT LIMITED TO, ALL
REQUIRED ENVIRONMENTAL PERMITS, OTHER THAN