Covenants of Grantor. In furtherance of the easement granted herein, Grantor covenants on behalf of itself, its successors and assigns, with Grantee, its successors and assigns, such covenants being deemed to run as a binding servitude, in perpetuity, with the land, to do (and refrain from doing) upon the Premises each of the following covenants, each of which contributes to the public good in that each aids significantly in the preservation and protection of the Premises or in the preservation of the historic district in which the Premises are located: (1) Grantor shall not demolish, remove or raze the Improvements or the Facades or any part thereof. (2) Without the express prior written permission of the Grantee, signed by a duly authorized representative thereof, Grantor shall not undertake or permit to be undertaken any construction, maintenance, repair, alteration or remodeling or any other activity on or with respect to the Premises which would not comply with the Standards or would cause the Secretary not to certify the Improvements as being consistent with the historic character of the Premises. [Grantor shall complete the Rehabilitation in accordance with the Standards and the Plans in all material respects, and after completion of the Rehabilitation,] Grantor shall not, without the express prior written permission of Grantee, materially alter in any way the exterior appearance of the Improvements, and specifically, but without limiting the generality of the foregoing, Grantor shall not: (a) increase or decrease the height of the Improvements; (b) adversely affect the structural soundness of the Improvements; (c) make any changes in the Facades, including the alteration, partial removal, remodeling or other physical or structural change with respect to the appearance or construction thereof, including any change in the color, material or surfacing; (d) construct any additions to or extensions of the Improvements; (e) erect or place anything on the Premises or on the Improvements which would prohibit the Facades from being visible from street level, except for temporary structures during any period of approved alteration, restoration, or maintenance of the Improvements; or (f) erect, construct or move anything on the Premises that would encroach on the open land area surrounding the Improvements and interfere with a view of the Facades or be incompatible with the historic or architectural character of the Improvements or the Facades. Notwithstanding the foregoing, Grantor may, with the express prior written permission of the Grantee based on plans and specifications provided by Grantor at Grantor’s expense, undertake any restoration or rehabilitation of the exterior of the Improvements in accordance with the Standards if such rehabilitation can be reasonably expected by the Grantee to result in the Secretary certifying such rehabilitation as being consistent with the historic character of the Premises or the historic district, if any, in which the Premises are located. (3) Grantor shall at all times maintain the Premises and the Improvements which are a part of the Premises (including, without limitation, the Facades) in a good and sound state of repair and shall undertake a regular maintenance program to preserve the structural soundness and prevent deterioration of the Improvements. The obligation to maintain the Improvements includes the requirement to replace, rebuild, repair and reconstruct the Facades whenever necessary in accordance with the Standards and to have the exterior surfaces of the Improvements at all times appear to be and actually be the same as the Facades. (4) The Premises shall be used for such purposes as are permissible under the zoning and other general laws of the City of Atlanta, Georgia, as such purposes may be changed from time to time. The Premises shall not be subdivided, nor shall the Premises ever be demised or conveyed other than as a unit, except that the Premises may be made subject to a declaration of condominium. (5) No utility transmission lines or devices, including satellite receiving dishes, other than those existing on the date hereof may be installed on the Premises in a manner as to cause them to be visible by the public from the exterior of the Premises. (6) No dumping of ashes, trash, rubbish or any other unsightly or offensive materials which are visible from public roads or streets shall be permitted on the Premises. (7) Except for those permitted exceptions shown on Exhibit “C” hereto, Grantor warrants to Grantee that no lien or encumbrance that has priority over this Deed and Agreement exists on the Premises as of the date hereof. Grantor shall immediately cause to be satisfied or released any lien or claim of lien that may hereafter come to exist against the Premises which would have priority over any of the rights, title or interest of Grantee hereunder. (8) Any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or its possessory interest in the Premises, or any part thereof (excluding, however, space leases and licenses to tenants in the ordinary course of Grantor’s business) shall be made subject to the restrictions and agreements contained in this Deed and Agreement. Such restrictions and agreements need not be included verbatim but may be incorporated by reference to this instrument in that deed or instrument. Grantor shall provide Grantee with written notice of any transfer of title to the Premises; provided, however, that failure to give said notice will not affect the easements or rights hereby created. (9) Grantor will not display or place on the Premises signs, billboards, awnings or advertisements, except (i) such plaques or other markers as are appropriate for commemorating the historic importance of the Premises; (ii) such signs or markers as are necessary to direct and restrict the passage of persons or the parking of vehicles upon said Premises; (iii) a sign or signs stating the address of the Premises; (iv) such signs or markers as are necessary to advertise conspicuously the commercial or other use of the Premises; and (v) such signs, or markers as are necessary to advertise conspicuously the availability of the Premises for sale or rent, which signs or markers referred to in (i) - (v) of this paragraph shall be in conformity with design approval by the applicable design authority, if any. Grantee may provide and maintain a plaque on each of the street facades of the Premises not to exceed eight by twelve inches in size, mounted flush on the front exterior of the facade, with design approval by any applicable authority pursuant to established procedure, giving notice of the history of the building and the grant of this preservation easement. (10) The Premises shall be landscaped in a manner compatible with the style and period of the Improvements. No living trees greater than 12 inches in diameter at a point four feet above the ground within 150 feet of the Improvements shall be removed unless immediate removal is necessary for the protection of any persons coming onto the Premises or of the general public, for the prevention or treatment of disease, or for the protection and safety of the Improvements. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of a the same species or, with the express written consent of Grantee, with an alternative species. (11) No grading, excavation or other disturbance of the ground on the Premises shall be undertaken without the prior written approval of Grantee, which approval may be conditioned upon performance of a qualified archeological investigation if, in the judgment of Grantee, such grading, excavation or disturbance might affect significant archeological resources on the Premises.
Appears in 2 contracts
Samples: Deed of Gift and Agreement for an Architectural Facade and Preservation Easement, Deed of Gift and Agreement for an Architectural, Facade and Preservation Easement
Covenants of Grantor. In furtherance of the easement granted herein, Grantor covenants on behalf of itself, its successors and assigns, with Grantee, its successors and assigns, such covenants being deemed to run as a binding servitude, in perpetuity, with the land, to do (and refrain from doing) upon the Premises each of the following covenants, each of which contributes to the public good in that each aids significantly in the preservation and protection of the Premises or in the preservation of the historic district in which the Premises are located:
(1) Grantor shall not demolish, remove or raze the Improvements or the Facades or any part thereof.
(2) Without the express prior written permission of the Grantee, signed by a duly authorized representative thereof, Grantor shall not undertake or permit to be undertaken any construction, maintenance, repair, alteration or remodeling or any other activity on or with respect to the Premises which would not comply with the Standards or would cause the Secretary not to certify the Improvements as being consistent with the historic character of the Premises. [Grantor shall complete the Rehabilitation in accordance with the Standards and the Plans in all material respects, and after completion of the Rehabilitation,] Grantor shall not, without the express prior written permission of Grantee, materially alter in any way the exterior appearance of the Improvements, and specifically, but without limiting the generality of the foregoing, Grantor shall not:
(a) increase Grantor agrees in general: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to permit Bank to exercise its powers; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (v) not to change its name, and as applicable, its chief executive office, its principal residence or decrease the height jurisdiction in which it is organized and/or registered without giving Bank prior written notice thereof; (vi) not to change the places where Grantor keeps any Collateral or Grantor’s records concerning the Collateral and Proceeds without giving Bank prior written notice of the Improvements;address to which Grantor is moving same; and (vii) to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.
(b) adversely affect the structural soundness of the Improvements;
(c) make any changes in the Facades, including the alteration, partial removal, remodeling or other physical or structural change Grantor agrees with respect regard to the appearance or construction thereofCollateral and Proceeds, including any change unless Bank agrees otherwise in the color, material or surfacing;
(d) construct any additions to or extensions of the Improvements;
(e) erect or place anything on the Premises or on the Improvements which would prohibit the Facades from being visible from street level, except for temporary structures during any period of approved alteration, restoration, or maintenance of the Improvements; or
(f) erect, construct or move anything on the Premises that would encroach on the open land area surrounding the Improvements and interfere with a view of the Facades or be incompatible with the historic or architectural character of the Improvements or the Facades. Notwithstanding the foregoing, Grantor may, with the express prior written permission of the Grantee based on plans and specifications provided by Grantor at Grantor’s expense, undertake any restoration or rehabilitation of the exterior of the Improvements in accordance with the Standards if such rehabilitation can be reasonably expected by the Grantee to result in the Secretary certifying such rehabilitation as being consistent with the historic character of the Premises or the historic district, if any, in which the Premises are located.
(3) Grantor shall at all times maintain the Premises and the Improvements which are a part of the Premises (including, without limitation, the Facades) in a good and sound state of repair and shall undertake a regular maintenance program to preserve the structural soundness and prevent deterioration of the Improvements. The obligation to maintain the Improvements includes the requirement to replace, rebuild, repair and reconstruct the Facades whenever necessary in accordance with the Standards and to have the exterior surfaces of the Improvements at all times appear to be and actually be the same as the Facades.
(4) The Premises shall be used for such purposes as are permissible under the zoning and other general laws of the City of Atlanta, Georgia, as such purposes may be changed from time to time. The Premises shall not be subdivided, nor shall the Premises ever be demised or conveyed other than as a unit, except that the Premises may be made subject to a declaration of condominium.
(5) No utility transmission lines or devices, including satellite receiving dishes, other than those existing on the date hereof may be installed on the Premises in a manner as to cause them to be visible by the public from the exterior of the Premises.
(6) No dumping of ashes, trash, rubbish or any other unsightly or offensive materials which are visible from public roads or streets shall be permitted on the Premises.
(7) Except for those permitted exceptions shown on Exhibit “C” hereto, Grantor warrants to Grantee that no lien or encumbrance that has priority over this Deed and Agreement exists on the Premises as of the date hereof. Grantor shall immediately cause to be satisfied or released any lien or claim of lien that may hereafter come to exist against the Premises which would have priority over any of the rights, title or interest of Grantee hereunder.
(8) Any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or its possessory interest in the Premises, or any part thereof (excluding, however, space leases and licenses to tenants in the ordinary course of Grantor’s business) shall be made subject to the restrictions and agreements contained in this Deed and Agreement. Such restrictions and agreements need not be included verbatim but may be incorporated by reference to this instrument in that deed or instrument. Grantor shall provide Grantee with written notice of any transfer of title to the Premises; provided, however, that failure to give said notice will not affect the easements or rights hereby created.
(9) Grantor will not display or place on the Premises signs, billboards, awnings or advertisements, except writing: (i) such plaques or other markers as are appropriate for commemorating that Bank is authorized to file financing statements in the historic importance name of the PremisesGrantor to perfect Bank’s security interest in Collateral and Proceeds; (ii) such signs not to permit any lien on the Collateral or markers as are necessary to direct and restrict the passage Proceeds, except in favor of persons or the parking of vehicles upon said PremisesBank; (iii) a sign not to sell, hypothecate or signs stating otherwise dispose of, nor permit the address transfer by operation of law of, any of the PremisesCollateral or Proceeds or any interest therein, nor withdraw any funds from any deposit account pledged to Bank hereunder; (iv) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any reasonable time; (v) if requested by Bank, to receive and use reasonable diligence to collect Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such signs or markers as Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (vi) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; (vii) to provide any service and do any other acts which may be necessary to advertise conspicuously the commercial or other use keep all Collateral and Proceeds free and clear of the Premisesall defenses, rights of offset and counterclaims; and (vviii) such signsif the Collateral or Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or markers as are necessary to advertise conspicuously consent, waiver or ratification given or action taken which would impair Bank’s interests in the availability of the Premises for sale Collateral and Proceeds or rent, which signs be inconsistent with or markers referred to in (i) - (v) violate any provisions of this paragraph shall be in conformity with design approval by the applicable design authority, if any. Grantee may provide and maintain a plaque on each of the street facades of the Premises not to exceed eight by twelve inches in size, mounted flush on the front exterior of the facade, with design approval by any applicable authority pursuant to established procedure, giving notice of the history of the building and the grant of this preservation easementAgreement.
(10) The Premises shall be landscaped in a manner compatible with the style and period of the Improvements. No living trees greater than 12 inches in diameter at a point four feet above the ground within 150 feet of the Improvements shall be removed unless immediate removal is necessary for the protection of any persons coming onto the Premises or of the general public, for the prevention or treatment of disease, or for the protection and safety of the Improvements. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of a the same species or, with the express written consent of Grantee, with an alternative species.
(11) No grading, excavation or other disturbance of the ground on the Premises shall be undertaken without the prior written approval of Grantee, which approval may be conditioned upon performance of a qualified archeological investigation if, in the judgment of Grantee, such grading, excavation or disturbance might affect significant archeological resources on the Premises.
Appears in 2 contracts
Samples: General Pledge Agreement (Tilly's, Inc.), General Pledge Agreement (Tilly's, Inc.)
Covenants of Grantor. In furtherance of the easement granted herein, Grantor covenants on behalf of itself, its successors and assigns, with Grantee, its successors and assigns, such covenants being deemed to run as a binding servitude, in perpetuity, with the land, to do (and refrain from doing) upon the Premises each of the following covenants, each of which contributes to the public good in that each aids significantly in the preservation and protection of the Premises or in the preservation of the historic district in which the Premises are located:
(1) Grantor shall not demolish, remove or raze the Improvements or the Facades or any part thereof.
(2) Without the express prior written permission of the Grantee, signed by a duly authorized representative thereof, Grantor shall not undertake or permit to be undertaken any construction, maintenance, repair, alteration or remodeling or any other activity on or with respect to the Premises which would not comply with the Standards or would cause the Secretary not to certify the Improvements as being consistent with the historic character of the Premises. [Grantor shall complete the Rehabilitation in accordance with the Standards and the Plans in all material respects, and after completion of the Rehabilitation,] Grantor shall not, without the express prior written permission of Grantee, materially alter in any way the exterior appearance of the Improvements, and specifically, but without limiting the generality of the foregoing, Grantor shall nothereby agrees:
(a) increase Grantor will perform all acts and execute all documents, including notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Patent and Trademark Office or decrease the height Copyright Office, as applicable, substantially in the form of Attachment II (appropriately revised) annexed hereto, that may be necessary or desirable to record, maintain, preserve, protect and perfect Lender's interest in the ImprovementsCollateral, the Lien granted to Lender in the Collateral and the first priority of such Lien;
(b) adversely affect Except to the structural soundness extent that Lender shall give its prior written consent,
(i) Grantor (either itself or through licensees) will continue to use the Trademarks in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain the Trademarks in full force and effect free from any claim of abandonment for nonuse, and Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated;
(ii) Grantor will not do any act or omit to do any act whereby the Patent Registrations may become abandoned or dedicated or the remedies available against potential infringers weakened and shall notify Lender immediately if it knows of any reason or has reason to know that any Patent Registration may become abandoned or dedicated;
(iii) Grantor will not do any act or omit to do any act whereby the Copyrights or Mask Works may become abandoned or dedicated or the remedies available against potential infringers weakened and shall notify Lender immediately if it knows of any reason or has reason to know that any Copyright or Mask Work may become abandoned or dedicated; and
(iv) Grantor will not assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or Lien upon, encumber, grant an exclusive or non-exclusive license, or otherwise dispose of any of the ImprovementsCollateral, and nothing in this Security Agreement shall be deemed a consent by Lender to any such action except as expressly permitted herein;
(c) make Except as may be expressly limited by the Loan Agreement, Grantor will promptly pay Lender for any changes and all sums, costs, and expenses which Lender may pay or incur pursuant to the provisions of this Security Agreement or in enforcing the FacadesObligations, the Collateral or the security interest and assignments granted hereunder, including all filing or recording fees, court costs, collection charges, travel, and reasonable attorneys' fees and expenses, all of which together with interest at the alteration, partial removal, remodeling or other physical or structural change with respect to highest rate then payable on the appearance or construction thereof, including any change in Obligations shall be part of the color, material or surfacingObligations and be payable on demand;
(d) construct Grantor will promptly notify Lender upon the filing, either by Grantor or through any additions agent, employee, licensee or designee, of (i) an application for the registration of any Patent, Trademark, Copyright or Mask Work with the Patent and Trademark Office or the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, (ii) any assignment of any Patent or Trademark, which Grantor may acquire from a third party, with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, or (iii) any assignment of any Copyright or Mask Work, which Grantor may acquire from a third party, with the Copyright Office or any similar office or agency in any other country or any political subdivision thereof. Upon the request of Lender, Grantor shall execute and deliver any and all assignments, agreements, instruments, documents and papers as Lender may request to evidence Lender's interest in such Patent, Trademark (and the goodwill and general intangibles of Grantor relating thereto or extensions represented thereby), Copyright or Mask Work, and Grantor authorizes Lender to amend an original counterpart of the Improvementsapplicable notice of security interest executed pursuant to Subparagraph 4(a) of this Security Agreement without first obtaining Grantor's approval of or signature to such amendment and to record such assignment with the Patent and Trademark Office or Copyright Office, as applicable;
(e) erect or place anything on Grantor will keep the Premises or on the Improvements which would prohibit the Facades from being visible from street levelCollateral free of all Liens, except for temporary structures during any period in favor of approved alteration, restoration, or maintenance of the Improvements; orLender;
(f) erectGrantor will take all necessary steps in any proceeding before the Patent and Trademark Office, construct the Copyright Office or move anything on the Premises that would encroach on the open land area surrounding the Improvements any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each application and interfere with a view registration of the Facades Patents, Trademarks, Copyrights and Mask Works, including filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings (except to the extent that dedication, abandonment or be incompatible invalidation is permitted hereunder);
(g) During the term of the Loan Agreement, Grantor shall (i) make application to the Patent and Trademark Office (and assign such application to Lender as security) to register any material unpatented but patentable inventions developed by Grantor or its employees (within the scope of their employment), unless Grantor, in the exercise of its prudent business judgment, deems any such Patent not to have any significant commercial value or determines that its rights thereunder are better preserved as a Trade Secret; (ii) make application to the Patent and Trademark Office to register any registerable but unregistered material Trademarks used by Grantor in connection with its products or services; and (iii) make application to the Copyright Office to register any material unregistered Copyright or Mask Work to which Grantor has rights;
(h) Grantor shall (i) use proper statutory notice in connection with its use of the Patents, Trademarks, Copyrights and Mask Works, (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the historic Trademarks, and (iii) take all steps necessary to protect the secrecy and the validity under applicable law of all material Trade Secrets;
(i) Grantor agrees that if it or architectural character any Affiliate, learns of the Improvements any use by any Person of any term or the Facades. Notwithstanding the foregoingdesign likely to cause confusion with any Trademark, Grantor mayshall promptly notify Lender of such use and of all steps taken and to be taken to remedy any infringement of any Trademark;
(j) Grantor shall maintain with each employee who may have access to the Trade Secrets of Grantor an agreement by which such employee agrees not to disclose such Trade Secrets and with each employee who may be the inventor of patentable inventions (invented within the scope of such employee's employment) an invention assignment agreement requiring such employee to assign all rights to such inventions, including patents and patent applications, to Grantor and further requiring such employee to cooperate fully with the express prior written permission of the Grantee based on plans Grantor, its successors in interest, including Lender, and specifications provided by Grantor at Grantor’s expensetheir counsel, undertake any restoration or rehabilitation of the exterior of the Improvements in accordance with the Standards if such rehabilitation can be reasonably expected by the Grantee to result in the Secretary certifying prosecution of any patent application or in any litigation involving the invention, whether such rehabilitation as being consistent cooperation is required during such employee's employment with Grantor or after the historic character termination of the Premises or the historic district, if any, in which the Premises are located.such employment;
(3k) Grantor shall at all times maintain keep at least one complete set of its records concerning the Premises and the Improvements which are a part of the Premises (including, without limitation, the Facades) in a good and sound state of repair Collateral at its chief executive office and shall undertake a regular maintenance program to preserve the structural soundness and prevent deterioration of the Improvements. The obligation to maintain the Improvements includes the requirement to replace, rebuild, repair and reconstruct the Facades whenever necessary make such records available for inspection by Lender in accordance with the Standards and to have the exterior surfaces terms of the Improvements at all times appear to be and actually be the same as the FacadesLoan Agreement.
(4) The Premises shall be used for such purposes as are permissible under the zoning and other general laws of the City of Atlanta, Georgia, as such purposes may be changed from time to time. The Premises shall not be subdivided, nor shall the Premises ever be demised or conveyed other than as a unit, except that the Premises may be made subject to a declaration of condominium.
(5) No utility transmission lines or devices, including satellite receiving dishes, other than those existing on the date hereof may be installed on the Premises in a manner as to cause them to be visible by the public from the exterior of the Premises.
(6) No dumping of ashes, trash, rubbish or any other unsightly or offensive materials which are visible from public roads or streets shall be permitted on the Premises.
(7) Except for those permitted exceptions shown on Exhibit “C” hereto, Grantor warrants to Grantee that no lien or encumbrance that has priority over this Deed and Agreement exists on the Premises as of the date hereof. Grantor shall immediately cause to be satisfied or released any lien or claim of lien that may hereafter come to exist against the Premises which would have priority over any of the rights, title or interest of Grantee hereunder.
(8) Any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or its possessory interest in the Premises, or any part thereof (excluding, however, space leases and licenses to tenants in the ordinary course of Grantor’s business) shall be made subject to the restrictions and agreements contained in this Deed and Agreement. Such restrictions and agreements need not be included verbatim but may be incorporated by reference to this instrument in that deed or instrument. Grantor shall provide Grantee with written notice of any transfer of title to the Premises; provided, however, that failure to give said notice will not affect the easements or rights hereby created.
(9) Grantor will not display or place on the Premises signs, billboards, awnings or advertisements, except (i) such plaques or other markers as are appropriate for commemorating the historic importance of the Premises; (ii) such signs or markers as are necessary to direct and restrict the passage of persons or the parking of vehicles upon said Premises; (iii) a sign or signs stating the address of the Premises; (iv) such signs or markers as are necessary to advertise conspicuously the commercial or other use of the Premises; and (v) such signs, or markers as are necessary to advertise conspicuously the availability of the Premises for sale or rent, which signs or markers referred to in (i) - (v) of this paragraph shall be in conformity with design approval by the applicable design authority, if any. Grantee may provide and maintain a plaque on each of the street facades of the Premises not to exceed eight by twelve inches in size, mounted flush on the front exterior of the facade, with design approval by any applicable authority pursuant to established procedure, giving notice of the history of the building and the grant of this preservation easement.
(10) The Premises shall be landscaped in a manner compatible with the style and period of the Improvements. No living trees greater than 12 inches in diameter at a point four feet above the ground within 150 feet of the Improvements shall be removed unless immediate removal is necessary for the protection of any persons coming onto the Premises or of the general public, for the prevention or treatment of disease, or for the protection and safety of the Improvements. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of a the same species or, with the express written consent of Grantee, with an alternative species.
(11) No grading, excavation or other disturbance of the ground on the Premises shall be undertaken without the prior written approval of Grantee, which approval may be conditioned upon performance of a qualified archeological investigation if, in the judgment of Grantee, such grading, excavation or disturbance might affect significant archeological resources on the Premises.
Appears in 1 contract
Samples: Securities Purchase Agreement (Galvestons Steakhouse Corp)
Covenants of Grantor. In furtherance of the easement granted herein, (a) The Grantor covenants on behalf of itself, its successors and assigns, with Grantee, its successors and assigns, such covenants being deemed to run as a binding servitude, agrees in perpetuity, with the land, to do (and refrain from doing) upon the Premises each of the following covenants, each of which contributes to the public good in that each aids significantly in the preservation and protection of the Premises or in the preservation of the historic district in which the Premises are locatedgeneral:
(1i) to pay Obligations secured by this Agreement when due;
(ii) to permit Collateral Agent to exercise its powers; and
(iii) not to change the places where the Grantor shall not demolish, remove or raze the Improvements keeps any Collateral or the Facades or any part thereof.Grantor’s records concerning the Collateral without giving the Collateral Agent 30 days’ prior written notice of the address to which the Grantor is moving same and a fully executed collateral access agreement with respect thereto if such location is not owned by the Grantor; and
(2b) Without The Grantor agrees with regard to the express prior written permission of Collateral, unless the Grantee, signed by a duly authorized representative thereof, Grantor shall Collateral Agent agrees otherwise in writing:
(i) not undertake to use any Collateral for any unlawful purpose or permit in any way that would void any insurance required to be undertaken carried on such Collateral;
(ii) to keep, in accordance with Generally Accepted Accounting Principles, complete and accurate records regarding all Collateral, and to permit the Collateral Agent to inspect the same and make copies thereof at any constructionreasonable time;
(iii) if requested by the Collateral Agent, maintenanceto receive and use reasonable diligence to collect Accounts, repairin trust and as the property of Lender, alteration and to immediately endorse as appropriate and deliver such Accounts to the Collateral Agent daily in the exact form in which they are received;
(iv) not to commingle Accounts, Proceeds or remodeling collections with other property;
(v) to give only normal allowances and credits and to advise the Collateral Agent thereof immediately in writing if they affect any Accounts in any material respect;
(vi) on demand, to deliver to the Collateral Agent returned property resulting from, or payment equal to, such allowances or credits on any Accounts or to execute such documents and do such other things as the Collateral Agent may reasonably request for the purpose of perfecting, preserving and enforcing its Security Interest in such returned property;
(vii) from time to time, when requested by the Collateral Agent, to prepare and deliver a schedule of all Collateral subject to this Agreement and to assign in writing and deliver to the Collateral Agent all accounts, contracts, leases and other chattel paper, instruments, documents and other evidences thereof;
(viii) to deliver to the Collateral Agent notice of any Commercial Tort Claim it may bring against any person or entity, including a detailed description of such Commercial Tort Claim, together with such documents as the Collateral Agent may require to grant the Collateral Agent a security interest in the Grantor’s rights therein;
(ix) to deliver to the Collateral Agent any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Grantor to the Collateral Agent;
(x) to provide any service and do any other activity on or with respect acts which may be necessary to the Premises which would not comply maintain, preserve and protect all Collateral and, as appropriate and applicable, to keep all Collateral in good and saleable condition, to deal with the Standards or would cause the Secretary not to certify the Improvements as being consistent with the historic character of the Premises. [Grantor shall complete the Rehabilitation Collateral in accordance with the Standards standards and the Plans in all material respectspractices adhered to generally by users and manufacturers of like property, and after completion to keep all Collateral free and clear of the Rehabilitation,] Grantor shall notall defenses, without the express prior written permission rights of Grantee, materially alter in any way the exterior appearance of the Improvements, offset and specifically, but without limiting the generality of the foregoing, Grantor shall not:
(a) increase or decrease the height of the Improvementscounterclaims;
(bxi) adversely affect not to withdraw any funds from any Deposit Account pledged to the structural soundness Collateral Agent pursuant to this Agreement except for Grantor’s principal operating account and any Deposit Accounts which are specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for employees of the Improvements;Grantor or any of its Subsidiaries; and
(cxii) make not to consign any changes in the Facadesof its Inventory or sell any of its Inventory on xxxx and hold, including the alterationsale or return, partial removalsale on approval, remodeling or other physical or structural change with respect to the appearance or construction thereof, including any change in the color, material or surfacing;
(d) construct any additions to or extensions conditional terms of the Improvements;
(e) erect or place anything on the Premises or on the Improvements which would prohibit the Facades from being visible from street level, except for temporary structures during any period of approved alteration, restoration, or maintenance of the Improvements; or
(f) erect, construct or move anything on the Premises that would encroach on the open land area surrounding the Improvements and interfere with a view of the Facades or be incompatible with the historic or architectural character of the Improvements or the Facades. Notwithstanding the foregoing, Grantor may, with the express prior written permission of the Grantee based on plans and specifications provided by Grantor at Grantor’s expense, undertake any restoration or rehabilitation of the exterior of the Improvements in accordance with the Standards if such rehabilitation can be reasonably expected by the Grantee to result in the Secretary certifying such rehabilitation as being consistent with the historic character of the Premises or the historic district, if any, in which the Premises are locatedsale.
(3) Grantor shall at all times maintain the Premises and the Improvements which are a part of the Premises (including, without limitation, the Facades) in a good and sound state of repair and shall undertake a regular maintenance program to preserve the structural soundness and prevent deterioration of the Improvements. The obligation to maintain the Improvements includes the requirement to replace, rebuild, repair and reconstruct the Facades whenever necessary in accordance with the Standards and to have the exterior surfaces of the Improvements at all times appear to be and actually be the same as the Facades.
(4) The Premises shall be used for such purposes as are permissible under the zoning and other general laws of the City of Atlanta, Georgia, as such purposes may be changed from time to time. The Premises shall not be subdivided, nor shall the Premises ever be demised or conveyed other than as a unit, except that the Premises may be made subject to a declaration of condominium.
(5) No utility transmission lines or devices, including satellite receiving dishes, other than those existing on the date hereof may be installed on the Premises in a manner as to cause them to be visible by the public from the exterior of the Premises.
(6) No dumping of ashes, trash, rubbish or any other unsightly or offensive materials which are visible from public roads or streets shall be permitted on the Premises.
(7) Except for those permitted exceptions shown on Exhibit “C” hereto, Grantor warrants to Grantee that no lien or encumbrance that has priority over this Deed and Agreement exists on the Premises as of the date hereof. Grantor shall immediately cause to be satisfied or released any lien or claim of lien that may hereafter come to exist against the Premises which would have priority over any of the rights, title or interest of Grantee hereunder.
(8) Any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or its possessory interest in the Premises, or any part thereof (excluding, however, space leases and licenses to tenants in the ordinary course of Grantor’s business) shall be made subject to the restrictions and agreements contained in this Deed and Agreement. Such restrictions and agreements need not be included verbatim but may be incorporated by reference to this instrument in that deed or instrument. Grantor shall provide Grantee with written notice of any transfer of title to the Premises; provided, however, that failure to give said notice will not affect the easements or rights hereby created.
(9) Grantor will not display or place on the Premises signs, billboards, awnings or advertisements, except (i) such plaques or other markers as are appropriate for commemorating the historic importance of the Premises; (ii) such signs or markers as are necessary to direct and restrict the passage of persons or the parking of vehicles upon said Premises; (iii) a sign or signs stating the address of the Premises; (iv) such signs or markers as are necessary to advertise conspicuously the commercial or other use of the Premises; and (v) such signs, or markers as are necessary to advertise conspicuously the availability of the Premises for sale or rent, which signs or markers referred to in (i) - (v) of this paragraph shall be in conformity with design approval by the applicable design authority, if any. Grantee may provide and maintain a plaque on each of the street facades of the Premises not to exceed eight by twelve inches in size, mounted flush on the front exterior of the facade, with design approval by any applicable authority pursuant to established procedure, giving notice of the history of the building and the grant of this preservation easement.
(10) The Premises shall be landscaped in a manner compatible with the style and period of the Improvements. No living trees greater than 12 inches in diameter at a point four feet above the ground within 150 feet of the Improvements shall be removed unless immediate removal is necessary for the protection of any persons coming onto the Premises or of the general public, for the prevention or treatment of disease, or for the protection and safety of the Improvements. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of a the same species or, with the express written consent of Grantee, with an alternative species.
(11) No grading, excavation or other disturbance of the ground on the Premises shall be undertaken without the prior written approval of Grantee, which approval may be conditioned upon performance of a qualified archeological investigation if, in the judgment of Grantee, such grading, excavation or disturbance might affect significant archeological resources on the Premises.
Appears in 1 contract
Samples: Subordinated Security Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)
Covenants of Grantor. In furtherance of the easement granted herein, (a) Each Grantor covenants on behalf of itself, its successors and assigns, with Grantee, its successors and assigns, such covenants being deemed to run as a binding servitude, in perpetuity, with the land, to do (and refrain from doing) upon the Premises each of the following covenants, each of which contributes to the public good in that each aids significantly in the preservation and protection of the Premises or in the preservation of the historic district in which the Premises are locatedagrees:
(1i) Grantor shall to permit Lender to exercise its rights, remedies, and powers under the Credit Agreement, this Agreement, the other Loan Documents and under law;
(ii) not demolishto change its name, remove or raze the Improvements or, as applicable, its chief executive office, its principal residence or the Facades or any part thereof.jurisdiction in which it is organized without giving Lender ten (10) days prior written notice; and
(2iii) Without not to change the express places where Grantor keeps any Collateral or Grantor’s records concerning the Collateral without (A) giving Lender 10 days prior written permission notice of the Granteeaddress to which Grantor is moving same, signed by and (B) using commercially reasonable efforts to deliver to Lender a duly authorized representative thereof, Grantor shall not undertake or permit to be undertaken any construction, maintenance, repair, alteration or remodeling or any other activity on or fully executed Collateral Access Agreement with respect to the Premises which would such location if not comply owned by Grantor; and
(iv) to cooperate with Lender in perfecting all security interests granted by this Agreement and using commercially reasonable efforts in obtaining such agreements from third parties as Lender deems reasonably necessary, proper or convenient in connection with the Standards preservation, perfection or would cause the Secretary not enforcement of any of its rights with regard to certify the Improvements as being consistent with the historic character of the Premises. [Grantor shall complete the Rehabilitation in accordance with the Standards and the Plans in all material respects, and after completion of the Rehabilitation,] Grantor shall not, without the express prior written permission of Grantee, materially alter in any way the exterior appearance of the Improvements, and specifically, but without limiting the generality of the foregoing, Grantor shall not:
(a) increase Collateral or decrease the height of the Improvements;access to Collateral.
(b) adversely affect Each Grantor agrees with regard to the structural soundness of the ImprovementsCollateral, unless Lender agrees otherwise in writing:
(i) not to use any Collateral for any unlawful purpose or in any way that would void any insurance required to be carried on such Collateral;
(cii) make any changes to insure the Collateral, with Lender named as first lender loss payee and additional insured, in the Facadesform, including the alterationsubstance and amounts, partial removalunder agreements, remodeling or other physical or structural change against risks and liabilities, and with respect insurance companies reasonably satisfactory to the appearance or construction thereof, including any change in the color, material or surfacingLender;
(diii) construct to keep, in accordance with GAAP, complete and accurate records regarding all Collateral, and to permit Lender to inspect the same and make copies thereof at any additions to or extensions of the Improvementsreasonable time and upon prior written notice;
(eiv) erect not to sell, pledge or place anything on the Premises or on the Improvements which would prohibit the Facades from being visible from street level, except for temporary structures during any period of approved alteration, restoration, or maintenance of the Improvements; or
(f) erect, construct or move anything on the Premises that would encroach on the open land area surrounding the Improvements and interfere with a view of the Facades or be incompatible with the historic or architectural character of the Improvements or the Facades. Notwithstanding the foregoing, Grantor may, with the express prior written permission of the Grantee based on plans and specifications provided by Grantor at Grantor’s expense, undertake any restoration or rehabilitation of the exterior of the Improvements in accordance with the Standards if such rehabilitation can be reasonably expected by the Grantee to result in the Secretary certifying such rehabilitation as being consistent with the historic character of the Premises or the historic district, if any, in which the Premises are located.
(3) Grantor shall at all times maintain the Premises and the Improvements which are a part of the Premises (including, without limitation, the Facades) in a good and sound state of repair and shall undertake a regular maintenance program to preserve the structural soundness and prevent deterioration of the Improvements. The obligation to maintain the Improvements includes the requirement to replace, rebuild, repair and reconstruct the Facades whenever necessary in accordance with the Standards and to have the exterior surfaces of the Improvements at all times appear to be and actually be the same as the Facades.
(4) The Premises shall be used for such purposes as are permissible under the zoning and other general laws of the City of Atlanta, Georgia, as such purposes may be changed from time to time. The Premises shall not be subdivideddispose of, nor shall permit the Premises ever be demised or conveyed other than as a unittransfer by operation of law of, except that the Premises may be made subject to a declaration of condominium.
(5) No utility transmission lines or devices, including satellite receiving dishes, other than those existing on the date hereof may be installed on the Premises in a manner as to cause them to be visible by the public from the exterior of the Premises.
(6) No dumping of ashes, trash, rubbish or any other unsightly or offensive materials which are visible from public roads or streets shall be permitted on the Premises.
(7) Except for those permitted exceptions shown on Exhibit “C” hereto, Grantor warrants to Grantee that no lien or encumbrance that has priority over this Deed and Agreement exists on the Premises as of the date hereof. Grantor shall immediately cause to be satisfied or released any lien or claim of lien that may hereafter come to exist against the Premises which would have priority over any of the rights, title Collateral or interest of Grantee hereunder.
(8) Any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or its possessory any interest in the PremisesCollateral, or any part thereof (excluding, however, space leases and licenses except sales of Inventory to tenants buyers in the ordinary course of Grantor’s business;
(v) shall be made not to permit any lien on the Collateral, including without limitation, liens arising from the storage of Inventory, except for Liens in favor of Lender and Permitted Liens;
(vi) if requested by Lender, to receive and use reasonable diligence to collect Accounts, in trust and as the property of Lender, and to immediately endorse as appropriate and deliver collections or payments on such Accounts or proceeds thereof to Lender daily in the exact form in which they are received;
(vii) not to commingle Accounts, Proceeds or collections with other property;
(viii) to give only allowances and credits consistent with past practices and in the ordinary course of business and to advise Lender thereof immediately in writing if they affect any Accounts in any material respect;
(ix) on Lender’s demand, to deliver to Lender returned property resulting from, or payment equal to, such allowances or credits on any Accounts or to execute such documents and do such other things as Lender may reasonably request for the purpose of perfecting, preserving and enforcing its security interest in such returned property;
(x) from time to time, when requested by Lender, to prepare and deliver a schedule of all Collateral subject to the restrictions this Agreement and agreements contained to assign in this Deed writing and Agreement. Such restrictions deliver to Lender all Accounts, contracts, leases and agreements need not be included verbatim but may be incorporated by reference other Chattel Paper, Instruments, Documents and other evidences thereof;
(xi) to this instrument in that deed or instrument. Grantor shall provide Grantee with written deliver to Lender (i) notice of any transfer Commercial Tort Claim it may have against any Person, including a detailed description of title such Commercial Tort Claim and, upon receipt of such description by Lender the description of Collateral set forth in Section 1 of this Agreement shall be deemed to the Premises; providedbe amended to include such description of each such Commercial Tort Claim, however, that failure to give said notice will not affect the easements or rights hereby created.
(9) Grantor will not display or place on the Premises signs, billboards, awnings or advertisements, except (i) such plaques or other markers as are appropriate for commemorating the historic importance of the Premises; and (ii) such signs documents as Lender may require to grant Lender a security interest in Grantor’s rights in such Commercial Tort Claim;
(xii) to deliver to Lender any Instrument, Document or markers as are Chattel Paper constituting Collateral with a value greater than $250,000, duly endorsed or assigned by Grantor to Lender;
(xiii) to provide any service and do any other acts which may be necessary to direct maintain, preserve and restrict protect all Collateral and, as appropriate and applicable, to keep all Collateral in good and saleable condition, to deal with the passage Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of persons like property, and to keep all Collateral free and clear of all defenses, rights of offset and counterclaims;
(xiv) not to withdraw any funds from any Deposit Account pledged to Lender pursuant to this Agreement, except for Grantor’s principal operating account and any Deposit Accounts which are specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for employees of Grantor (“Excluded Deposit Accounts”);
(xv) not to open or establish any Deposit Account, Securities Account, or Commodities Account unless Lender has control of such account as contemplated in the parking Code (but excluding Excluded Deposit Accounts) and to close Grantor’s Deposit Accounts with Bank of vehicles upon said PremisesAmerica within 60 days after the date of this Agreement; and
(iiixvi) a sign not to consign any of its Inventory or signs stating the address sell any of the Premises; (iv) such signs its Inventory on xxxx and hold, sale or markers as are necessary to advertise conspicuously the commercial return, sale on approval, or other use conditional terms of the Premises; and (v) such signs, or markers as are necessary to advertise conspicuously the availability of the Premises for sale or rent, which signs or markers referred to in (i) - (v) of this paragraph shall be in conformity with design approval by the applicable design authority, if any. Grantee may provide and maintain a plaque on each of the street facades of the Premises not to exceed eight by twelve inches in size, mounted flush on the front exterior of the facade, with design approval by any applicable authority pursuant to established procedure, giving notice of the history of the building and the grant of this preservation easementsale.
(10) The Premises shall be landscaped in a manner compatible with the style and period of the Improvements. No living trees greater than 12 inches in diameter at a point four feet above the ground within 150 feet of the Improvements shall be removed unless immediate removal is necessary for the protection of any persons coming onto the Premises or of the general public, for the prevention or treatment of disease, or for the protection and safety of the Improvements. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of a the same species or, with the express written consent of Grantee, with an alternative species.
(11) No grading, excavation or other disturbance of the ground on the Premises shall be undertaken without the prior written approval of Grantee, which approval may be conditioned upon performance of a qualified archeological investigation if, in the judgment of Grantee, such grading, excavation or disturbance might affect significant archeological resources on the Premises.
Appears in 1 contract
Covenants of Grantor. In furtherance of the easement granted herein, Grantor covenants on behalf of itself, its successors and assigns, with Grantee, its successors and assigns, such covenants being deemed to run as a binding servitude, in perpetuity, with the land, to do (and refrain from doing) upon the Premises each of the following covenants, each of which contributes to the public good in that each aids significantly in the preservation and protection of the Premises or in the preservation of the historic district in which the Premises are located:
(1) Grantor shall not demolish, remove or raze the Improvements or the Facades or any part thereof.
(2) Without the express prior written permission of the Grantee, signed by a duly authorized representative thereof, Grantor shall not undertake or permit to be undertaken any construction, maintenance, repair, alteration or remodeling or any other activity on or with respect to the Premises which would not comply with the Standards or would cause the Secretary not to certify the Improvements as being consistent with the historic character of the Premises. [Grantor shall complete the Rehabilitation in accordance with the Standards and the Plans in all material respects, and after completion of the Rehabilitation,] Grantor shall not, without the express prior written permission of Grantee, materially alter in any way the exterior appearance of the Improvements, and specifically, but without limiting the generality of the foregoing, Grantor shall nothereby agrees:
(a) increase Grantor shall perform all acts and execute all documents, including, without limitation, Grants of Security Interest substantially in the form of Attachment II annexed hereto, that may be necessary or decrease desirable to record, maintain, preserve, protect and perfect Lender's interest in the height Collateral, the Lien granted to Lender in the Collateral and the first priority of the Improvementssuch Lien;
(b) adversely affect Except to the structural soundness extent that Lender shall give its prior written consent,
(i) Grantor shall continue to use the Trademarks in connection with each and every trademarked class of goods or services applicable to its current line as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain the Trademarks in full force and effect free from any claim of abandonment for nonuse, and Grantor shall not (and will not permit any licensee thereof to) do any act or omit to do any act whereby any Trademark may become invalidated and shall notify Lender immediately if Grantor knows of any reason or has reason to know that any application or registration may become invalidated; and
(ii) Grantor shall not assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or Lien upon, encumber, grant an exclusive or non-exclusive license, or otherwise dispose of any of the ImprovementsCollateral, and nothing in this Security Agreement shall be deemed a consent by Lender to any such action except as expressly permitted herein;
(c) make Grantor shall promptly pay Lender for any changes in the Facadesand all sums, including the alterationcosts, partial removal, remodeling and expenses which Lender may pay or other physical or structural change with respect incur pursuant to the appearance provisions of this Security Agreement or construction thereofin enforcing the Obligations, including any change in the colorCollateral or the security interest granted hereunder, material including, without limitation, all filing or surfacingrecording fees, court costs, collection charges, travel, and reasonable attorneys' fees and expenses, all of which together with interest at the highest rate then payable on the Obligations shall be part of the Obligations and be payable on demand;
(d) construct any additions to or extensions of Grantor shall promptly notify Lender upon the Improvements;
(e) erect or place anything on the Premises or on the Improvements which would prohibit the Facades from being visible from street level, except for temporary structures during any period of approved alteration, restoration, or maintenance of the Improvements; or
(f) erect, construct or move anything on the Premises that would encroach on the open land area surrounding the Improvements and interfere with a view of the Facades or be incompatible filing with the historic Patent and Trademark Office or architectural character of the Improvements any similar office or the Facades. Notwithstanding the foregoingagency in any other country or any political subdivision thereof, Grantor may, with the express prior written permission of the Grantee based on plans and specifications provided either by Grantor at Grantor’s expense, undertake any restoration or rehabilitation of the exterior of the Improvements in accordance with the Standards if such rehabilitation can be reasonably expected by the Grantee to result in the Secretary certifying such rehabilitation as being consistent with the historic character of the Premises or the historic district, if any, in which the Premises are located.
(3) Grantor shall at all times maintain the Premises and the Improvements which are a part of the Premises (including, without limitation, the Facades) in a good and sound state of repair and shall undertake a regular maintenance program to preserve the structural soundness and prevent deterioration of the Improvements. The obligation to maintain the Improvements includes the requirement to replace, rebuild, repair and reconstruct the Facades whenever necessary in accordance with the Standards and to have the exterior surfaces of the Improvements at all times appear to be and actually be the same as the Facades.
(4) The Premises shall be used for such purposes as are permissible under the zoning and other general laws of the City of Atlanta, Georgia, as such purposes may be changed from time to time. The Premises shall not be subdivided, nor shall the Premises ever be demised or conveyed other than as a unit, except that the Premises may be made subject to a declaration of condominium.
(5) No utility transmission lines or devices, including satellite receiving dishes, other than those existing on the date hereof may be installed on the Premises in a manner as to cause them to be visible by the public from the exterior of the Premises.
(6) No dumping of ashes, trash, rubbish or any other unsightly or offensive materials which are visible from public roads or streets shall be permitted on the Premises.
(7) Except for those permitted exceptions shown on Exhibit “C” hereto, Grantor warrants to Grantee that no lien or encumbrance that has priority over this Deed and Agreement exists on the Premises as of the date hereof. Grantor shall immediately cause to be satisfied or released any lien or claim of lien that may hereafter come to exist against the Premises which would have priority over any of the rights, title or interest of Grantee hereunder.
(8) Any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or its possessory interest in the Premises, or any part thereof (excluding, however, space leases and licenses to tenants in the ordinary course of Grantor’s business) shall be made subject to the restrictions and agreements contained in this Deed and Agreement. Such restrictions and agreements need not be included verbatim but may be incorporated by reference to this instrument in that deed or instrument. Grantor shall provide Grantee with written notice of any transfer of title to the Premises; provided, however, that failure to give said notice will not affect the easements or rights hereby created.
(9) Grantor will not display or place on the Premises signs, billboards, awnings or advertisements, except (i) such plaques or other markers as are appropriate for commemorating the historic importance of the Premises; (ii) such signs or markers as are necessary to direct and restrict the passage of persons or the parking of vehicles upon said Premises; (iii) a sign or signs stating the address of the Premises; (iv) such signs or markers as are necessary to advertise conspicuously the commercial or other use of the Premises; and (v) such signs, or markers as are necessary to advertise conspicuously the availability of the Premises for sale or rent, which signs or markers referred to in (i) - (v) of this paragraph shall be in conformity with design approval by the applicable design authority, if any. Grantee may provide and maintain a plaque on each of the street facades of the Premises not to exceed eight by twelve inches in size, mounted flush on the front exterior of the facade, with design approval by any applicable authority pursuant to established procedureagent, giving notice of the history of the building and the grant of this preservation easement.
(10) The Premises shall be landscaped in a manner compatible with the style and period of the Improvements. No living trees greater than 12 inches in diameter at a point four feet above the ground within 150 feet of the Improvements shall be removed unless immediate removal is necessary for the protection of any persons coming onto the Premises or of the general public, for the prevention or treatment of disease, or for the protection and safety of the Improvements. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of a the same species or, with the express written consent of Grantee, with an alternative species.
(11) No grading, excavation or other disturbance of the ground on the Premises shall be undertaken without the prior written approval of Grantee, which approval may be conditioned upon performance of a qualified archeological investigation if, in the judgment of Grantee, such grading, excavation or disturbance might affect significant archeological resources on the Premises.employee,
Appears in 1 contract
Covenants of Grantor. In furtherance of the easement granted herein, The Grantor covenants on behalf of itself, its successors and assigns, with Grantee, its successors and assigns, such covenants being deemed to run agrees that so long as a binding servitude, in perpetuity, with the land, to do (and refrain from doing) upon the Premises each of the following covenants, each of which contributes to the public good in that each aids significantly in the preservation and protection of the Premises or in the preservation of the historic district in which the Premises are located:
(1) Grantor shall not demolish, remove or raze the Improvements or the Facades or any part thereof.
(2) Without the express prior written permission of the Grantee, signed by a duly authorized representative thereof, Grantor shall not undertake or permit to be undertaken any construction, maintenance, repair, alteration or remodeling or any other activity on or with respect to the Premises which would not comply with the Standards or would cause the Secretary not to certify the Improvements as being consistent with the historic character of the Premises. [Grantor shall complete the Rehabilitation in accordance with the Standards and the Plans in all material respects, and after completion of the Rehabilitation,] Grantor shall not, without the express prior written permission of Grantee, materially alter in any way the exterior appearance of the Improvements, and specifically, but without limiting the generality of the foregoing, Grantor shall notsecurity interest created hereby remains outstanding:
(a) increase or decrease The Grantor will deliver to Secured Party each instrument included in the height of the Improvements;Collateral as set forth in Section 2.3.
(b) adversely affect The Grantor will not (i) cause, permit or suffer any voluntary or involuntary change in its name, identity or corporate structure, or in the structural soundness location of its chief executive office, and (ii) keep any tangible Collateral or any records relating to any Claim owned by it, or permit or suffer any such Collateral or records to be moved, to any location other than those specified in Schedule B (except with respect to (i) Inventory in transit in the Improvements;ordinary course of business, (ii) Inventory temporarily held by contractors or agents in the ordinary course of business, and (iii) Inventory with an aggregate value of less than One Million Dollars ($1,000,000) held by consignees in the ordinary course of business) unless (in each case) (x) Schedule B has first been appropriately supplemented with respect thereto, and (y) an appropriate financing statement has been filed in the proper office and in the proper form, and all other requisite actions have been taken, to perfect or continue the perfection (without loss of priority) of Secured Party's security interest in the Collateral.
(c) make The Grantor will defend the Collateral against all claims and demands of all Persons at any changes in time claiming the Facades, including same or any interest therein unless such interest is permitted hereunder and under the alteration, partial removal, remodeling or other physical or structural change with respect to the appearance or construction thereof, including any change in the color, material or surfacing;Credit Agreement.
(d) construct The Grantor will not encumber, sell, exchange or otherwise dispose of any additions item of Collateral or any interest therein, or permit or suffer any such item to be encumbered, sold, exchanged or extensions otherwise disposed of, unless (i) such action is permitted at the time under the Credit Agreement and (ii) the Grantor makes all payments on account of the Improvements;Obligations required to be made therefrom (provided that any such payments made in connection with any Asset Sale permitted under Section 5.3(b)(iii) of the Credit Agreement shall be made concurrently with the closing of such Asset Sale), and the Grantor and each other Loan Party takes all other actions required to be taken in connection therewith, under the Credit Agreement, this Agreement or any other Loan Document.
(e) erect Secured Party is hereby authorized to file one or place anything on the Premises more financing statements, and continuations thereof and amendments thereto, relative to all or on the Improvements which would prohibit the Facades from being visible from street level, except for temporary structures during any period of approved alteration, restoration, or maintenance part of the Improvements; orCollateral, without the signature of the Grantor where permitted by law.
(f) erect, construct or move anything on the Premises that would encroach on the open land area surrounding the Improvements and interfere with a view The Grantor will (i) maintain insurance as required in Section 5.2(g) of the Facades or be incompatible with Credit Agreement, (ii) give the historic or architectural character Lender written notice of the Improvements or the Facades. Notwithstanding the foregoing, Grantor may, with the express prior written permission of the Grantee based on plans and specifications provided by Grantor at Grantor’s expense, undertake any restoration or rehabilitation of the exterior of the Improvements in accordance with the Standards if such rehabilitation can be reasonably expected by the Grantee to result default in the Secretary certifying payment of premiums on such rehabilitation insurance policies and at least ten (10) days written notice prior to cancellation of any such policies, and (iii) cause the Lender to be named (A) as being consistent with the historic character of the Premises or the historic districtprincipal beneficiary on any key-man life insurance policy, if anyand (B) as an additional insured on a lender's loss payable endorsement, in which a form satisfactory to the Premises are locatedLender for any other such insurance policies.
(3g) Grantor Secured Party may at any time (but shall at all times maintain the Premises and the Improvements which are a part not be obligated to)
(i) perform any of the Premises obligations of the Grantor under this Agreement if the Grantor fails to perform such obligation within 30 days (or, in the case of insurance, within 10 days) after written demand by Secured Party and (ii) make any payments and do any other acts it may deem reasonably necessary or desirable to protect its security interest in the Collateral, including, without limitation, the Facadesright to pay, purchase, contest or compromise any Lien that attaches or is asserted against any Collateral (other than Liens permitted under Section 5.3(a) in a good and sound state of repair and shall undertake a regular maintenance program to preserve the structural soundness and prevent deterioration of the Improvements. The obligation Credit Agreement), to maintain procure insurance required to be provided by the Improvements includes Grantor under the requirement to replaceCredit Agreement, rebuild, repair and reconstruct the Facades whenever necessary in accordance with the Standards and to have the exterior surfaces of extent the Improvements Grantor is required hereunder or under the Credit Agreement to do so, to appear in and defend any action or proceeding relating to the Collateral, if the Grantor fails to make such payments or perform such acts within 30 days after written demand by Secured Party, and the Grantor will promptly reimburse Secured Party for all payments made by Secured Party in doing so, together with interest thereon at the rate then applicable under the Credit Agreement to the Advances, and all times appear to be costs and actually be the same expenses related thereto as the Facadesset forth in Section 8.10 hereof.
(4h) The Premises Grantor shall be used for such purposes as are permissible under give Secured Party prompt notice of any adverse material change in the zoning and other general laws composition of the City Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of Atlantathe Grantor in or to any Copyright, GeorgiaPatent or Trademark not specified in any intellectual property security agreement between Grantor and Secured Party or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral.
(i) Grantor shall register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as such purposes may applicable, those intellectual property rights listed below its name on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Secured Party by Grantor in connection with this Agreement within thirty (30) days of the date of this Agreement. Grantor shall register or cause to be changed registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional United States Copyrights, Trademarks, Patents or maskworks developed or acquired by Grantor from time to time. The Premises shall not be subdividedtime in connection with any product prior to the sale or licensing of such product to any third party, nor shall including without limitation revisions or additions to the Premises ever be demised intellectual property rights listed below its name on such Exhibits A, B and C but excluding Copyrights or conveyed other than as a unit, except that the Premises may be made subject Trademarks with respect to a declaration of condominiumadvertising.
(5j) No utility transmission lines or devices, including satellite receiving dishes, other than those existing on the date hereof may be installed on the Premises in a manner as to cause them to be visible by the public from the exterior of the Premises.
(6) No dumping of ashes, trash, rubbish or any other unsightly or offensive materials which are visible from public roads or streets shall be permitted on the Premises.
(7) Except for those permitted exceptions shown on Exhibit “C” hereto, Grantor warrants to Grantee that no lien or encumbrance that has priority over this Deed and Agreement exists on the Premises as of the date hereof. Grantor shall immediately cause to be satisfied or released any lien or claim of lien that may hereafter come to exist against the Premises which would have priority over any of the rights, title or interest of Grantee hereunder.
(8) Any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or its possessory interest in the Premises, or any part thereof (excluding, however, space leases and licenses to tenants in the ordinary course of Grantor’s business) shall be made subject to the restrictions and agreements contained in this Deed and Agreement. Such restrictions and agreements need not be included verbatim but may be incorporated by reference to this instrument in that deed or instrument. Grantor shall provide Grantee with written notice of any transfer of title to the Premises; provided, however, that failure to give said notice will not affect the easements or rights hereby created.
(9) Grantor will not display or place on the Premises signs, billboards, awnings or advertisements, except (i) such plaques or other markers as are appropriate for commemorating protect, defend and maintain the historic importance validity and enforceability of the Premises; (ii) Trademarks, Patents and Copyrights unless the Grantor in good faith determines that such signs or markers as actions are necessary to direct and restrict the passage of persons or the parking of vehicles upon said Premises; (iii) a sign or signs stating the address of the Premises; (iv) such signs or markers as are necessary to advertise conspicuously the commercial or other use of the Premises; and (v) such signs, or markers as are necessary to advertise conspicuously the availability of the Premises for sale or rent, which signs or markers referred to in (i) - (v) of this paragraph shall be in conformity with design approval by the applicable design authority, if any. Grantee may provide and maintain a plaque on each of the street facades of the Premises not to exceed eight by twelve inches in size, mounted flush on the front exterior of the facade, with design approval by any applicable authority pursuant to established procedure, giving notice of the history of the building and the grant of this preservation easement.
(10) The Premises shall be landscaped in a manner compatible with the style and period of the Improvements. No living trees greater than 12 inches in diameter at a point four feet above the ground within 150 feet of the Improvements shall be removed unless immediate removal is necessary for the protection of any persons coming onto the Premises or of the general public, for the prevention or treatment of disease, or for the protection and safety of the Improvements. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of a the same species or, with the express written consent of Grantee, with an alternative species.
(11) No grading, excavation or other disturbance of the ground on the Premises shall be undertaken without the prior written approval of Grantee, which approval may be conditioned upon performance of a qualified archeological investigation if, in the judgment of Grantee, such grading, excavation or disturbance might affect significant archeological resources on the Premises.not
Appears in 1 contract
Covenants of Grantor. In furtherance of the easement granted hereinSo long as this Agreement is in effect, Grantor covenants on behalf of itself, its successors and assigns, with Grantee, its successors and assigns, such covenants being deemed to run as a binding servitude, in perpetuity, with the land, to do (and refrain from doing) upon the Premises each of the following covenants, each of which contributes to the public good in that each aids significantly in the preservation and protection of the Premises or in the preservation of the historic district in which the Premises are located:
(1) Grantor shall not demolish, remove or raze the Improvements or the Facades or any part thereof.
(2) Without the express prior written permission of the Grantee, signed by a duly authorized representative thereof, Grantor shall not undertake or permit to be undertaken any construction, maintenance, repair, alteration or remodeling or any other activity on or with respect to the Premises which would not comply with the Standards or would cause the Secretary not to certify the Improvements as being consistent with the historic character of the Premises. [Grantor shall complete the Rehabilitation in accordance with the Standards and the Plans in all material respects, and after completion of the Rehabilitation,] Grantor shall it will not, without the express Buyer's prior written permission of Grantee, materially alter in any way the exterior appearance of the Improvements, and specifically, but without limiting the generality of the foregoing, Grantor shall notapproval:
(a) increase Create or decrease the height of the Improvements;
(b) adversely affect the structural soundness of the Improvements;
(c) make incur, assume or suffer to exist any changes in the Facadesindebtedness, including the alterationobligation or liability, partial removalwhether matured or unmatured, remodeling liquidated or other physical unliquidated, direct or structural change with respect to the appearance contingent, joint or construction thereof, including any change in the color, material or surfacing;
(d) construct any additions to or extensions of the Improvements;
(e) erect or place anything on the Premises or on the Improvements which would prohibit the Facades from being visible from street levelseveral, except for temporary structures during any period of approved alteration, restoration, or maintenance of the Improvements; or
for: (fi) erect, construct or move anything on the Premises that would encroach on the open land area surrounding the Improvements and interfere with a view of the Facades or be incompatible with the historic or architectural character of the Improvements or the Facades. Notwithstanding the foregoing, Grantor may, with the express prior written permission of the Grantee based on plans and specifications provided by Grantor at Grantor’s expense, undertake any restoration or rehabilitation of the exterior of the Improvements in accordance with the Standards if such rehabilitation can be reasonably expected indebtedness evidenced by the Grantee to result in the Secretary certifying such rehabilitation as being consistent with the historic character Loan Agreement of the Premises or the historic districtMay 20, if any, in which the Premises are located.
1997; and (3ii) Grantor shall at all times maintain the Premises and the Improvements which are a part of the Premises indebtedness (including, without limitation, the Facades) in a good and sound state of repair and shall undertake a regular maintenance program to preserve the structural soundness and prevent deterioration of the Improvements. The obligation to maintain the Improvements includes the requirement to replace, rebuild, repair and reconstruct the Facades whenever necessary in accordance with the Standards and to have the exterior surfaces of the Improvements at all times appear to be and actually be the same as the Facades.
(4) The Premises shall be used for such purposes as are permissible under the zoning and other general laws of the City of Atlanta, Georgia, as such purposes may be changed from time to time. The Premises shall not be subdivided, nor shall the Premises ever be demised or conveyed other than as a unit, except that the Premises may be made subject to a declaration of condominium.
(5for borrowed money) No utility transmission lines or devices, including satellite receiving dishes, other than those existing on the date hereof may be installed on the Premises in a manner as to cause them to be visible by the public from the exterior of the Premises.
(6) No dumping of ashes, trash, rubbish or any other unsightly or offensive materials which are visible from public roads or streets shall be permitted on the Premises.
(7) Except for those permitted exceptions shown on Exhibit “C” hereto, Grantor warrants to Grantee that no lien or encumbrance that has priority over this Deed and Agreement exists on the Premises as of the date hereof. Grantor shall immediately cause to be satisfied or released any lien or claim of lien that may hereafter come to exist against the Premises which would have priority over any of the rights, title or interest of Grantee hereunder.
(8) Any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or its possessory interest in the Premises, or any part thereof (excluding, however, space leases and licenses to tenants incurred in the ordinary course of Grantor’s businessbusiness not to exceed Twenty Five Thousand Dollars ($25,000.00) shall be made subject in the aggregate at any one time.
(b) Create, assume or suffer to the restrictions and agreements contained in this Deed and Agreement. Such restrictions and agreements need not be included verbatim but may be incorporated by reference to this instrument in that exist, directly or indirectly, any security interest, mortgage, deed of trust, pledge, lien, charge or instrument. Grantor shall provide Grantee with written notice other encumbrance, of any transfer nature whatsoever upon any of title to the Premises; providedits properties or assets, now owned or hereafter as acquired, excluding, however, that failure from the operation of this covenant:
(i) any security interest or lien created pursuant to give said notice will the Loan Agreement ("Loan Agreement") dated as of May 20, 1997 between Grantor and Paxsxx;
(ii) liens for taxes or assessments either not affect delinquent or the easements validity of which are being contested in good faith by appropriate legal or rights hereby createdadministrative proceedings and as to which adequate reserves shall have been set aside on its books, in conformity with generally accepted accounting principles;
(iii) materialmen's, mechanics', carriers', workmen's, repairmen's, warehousemen's or other like liens arising in the ordinary course of business and either not yet due and payable or being contested in good faith by appropriate legal proceedings and as to which adequate reserves shall have been set aside on its books, in conformity with generally accepted accounting principles;
(iv) deposits or pledges to secure payment of workers' compensation, unemployment insurance or other social security benefits or obligations; or
(v) any judgment lien, unless the judgment it secures shall not, within thirty (30) days after the entry thereof, have been discharged, vacated, reversed, or execution thereof stayed pending appeal, or shall not have been discharged, vacated or reversed within thirty (30) days after the expiration of any such stay.
(9c) Sell, transfer, lease or otherwise dispose of any of its material assets except in connection with the acquisition of replacement property of equivalent kind and value.
(d) Enter into any consolidation or merger with, or into any acquisition of all or substantially all of the properties or assets of any person or entity.
(e) Change, in any material respect, the nature or character of its business as intended, or engage in any activity not reasonably related to such business.
(f) Enter into any contract or commitment relating to its stock or assets except for contracts involving aggregate payments of less than Twenty-five Thousand Dollars ($25,000.00) and contracts which can be terminated without penalty on thirty (30) days' notice or less, or amend or terminate any material contract (or waive any substantial right thereunder), or incur any obligation (including obligations relating to the borrowing of money or guarantee of indebtedness).
(g) Transfer or grant any right under, or enter into any settlement regarding the breach or infringement of, any license, patent, copyright, trademark, service mark, xxade name, franchise, or similar right, or modify any existing right relating to the Grantor.
(h) Enter into any agreement or grant any person or entity a right to purchase the Station's FCC licenses or all or substantially all of the assets of the Grantor.
(i) Enter into any agreement or take any other action that would interfere with, or prevent, Grantor's transferring the Assets to Buyer as contemplated hereunder or under the Purchase Agreement.
(j) Grantor will not display notify Buyer promptly of the threat of, or place on the Premises signscommencement against itself or its shareholder of any claim, billboardssuit, awnings or advertisementsaction, except (i) such plaques arbitration, legal, administrative or other markers as are appropriate for commemorating proceeding, or governmental investigation or tax audit affecting the historic importance Station or Grantor and will cooperate fully with Buyer in taking any and all actions necessary or desirable to the consummation of the Premises; (ii) such signs or markers as are necessary to direct and restrict the passage of persons or the parking of vehicles upon said Premises; (iii) a sign or signs stating the address of the Premises; (iv) such signs or markers as are necessary to advertise conspicuously the commercial or other use of the Premises; and (v) such signs, or markers as are necessary to advertise conspicuously the availability of the Premises for sale or rent, which signs or markers referred to in (i) - (v) of transactions contemplated by this paragraph shall be in conformity with design approval by the applicable design authority, if any. Grantee may provide and maintain a plaque on each of the street facades of the Premises not to exceed eight by twelve inches in size, mounted flush on the front exterior of the facade, with design approval by any applicable authority pursuant to established procedure, giving notice of the history of the building and the grant of this preservation easementAgreement.
(10) The Premises shall be landscaped in a manner compatible with the style and period of the Improvements. No living trees greater than 12 inches in diameter at a point four feet above the ground within 150 feet of the Improvements shall be removed unless immediate removal is necessary for the protection of any persons coming onto the Premises or of the general public, for the prevention or treatment of disease, or for the protection and safety of the Improvements. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of a the same species or, with the express written consent of Grantee, with an alternative species.
(11) No grading, excavation or other disturbance of the ground on the Premises shall be undertaken without the prior written approval of Grantee, which approval may be conditioned upon performance of a qualified archeological investigation if, in the judgment of Grantee, such grading, excavation or disturbance might affect significant archeological resources on the Premises.
Appears in 1 contract
Covenants of Grantor. In furtherance of the easement granted herein, (a) Grantor covenants on behalf of itself, its successors and assigns, with Grantee, its successors and assigns, such covenants being deemed to run as a binding servitude, in perpetuity, with the land, to do (and refrain from doing) upon the Premises each of the following covenants, each of which contributes to the public good in that each aids significantly in the preservation and protection of the Premises or in the preservation of the historic district in which the Premises are locatedagrees:
(1i) Grantor shall to permit Lender to exercise its rights, remedies, and powers under the Credit Agreement, this Agreement, the other Loan Documents and under law;
(ii) not demolishto change its name, remove or raze the Improvements or, as applicable, its chief executive office, its principal residence or the Facades or any part thereof.jurisdiction in which it is organized without giving Lender 30 days’ prior written notice; and
(2iii) Without not to change the express places where Grantor keeps any Collateral or Grantor’s records concerning the Collateral without (A) giving Lender 30 days’ prior written permission notice of the Granteeaddress to which such Grantor is moving same, signed by and (B) delivering to Lender a duly authorized representative thereof, Grantor shall not undertake or permit to be undertaken any construction, maintenance, repair, alteration or remodeling or any other activity on or fully executed Collateral Access Agreement with respect to the Premises which would such location if not comply owned by Grantor; and
(iv) to cooperate with Lender in perfecting all security interests granted by this Agreement and in obtaining such agreements from third parties as Lender deems necessary, proper or convenient in connection with the Standards preservation, perfection or would cause the Secretary not enforcement of any of its rights with regard to certify the Improvements as being consistent with the historic character of the Premises. [Grantor shall complete the Rehabilitation in accordance with the Standards and the Plans in all material respects, and after completion of the Rehabilitation,] Grantor shall not, without the express prior written permission of Grantee, materially alter in any way the exterior appearance of the Improvements, and specifically, but without limiting the generality of the foregoing, Grantor shall not:
(a) increase Collateral or decrease the height of the Improvements;access to Collateral.
(b) adversely affect the structural soundness of the ImprovementsGrantor agrees, unless Lender agrees otherwise in writing:
(i) not to use any Collateral for any unlawful purpose or in any way that would void any insurance required to be carried on such Collateral;
(cii) make any changes to insure the Collateral, with Lender named as first lender loss payee and additional insured, in the Facadesform, including the alterationsubstance and amounts, partial removalunder agreements, remodeling or other physical or structural change against risks and liabilities, and with respect insurance companies satisfactory to the appearance or construction thereof, including any change in the color, material or surfacingLender;
(diii) construct to keep, in accordance with GAAP, complete and accurate records regarding all Collateral, and to permit Lender to inspect the same and make copies thereof at any additions to or extensions of the Improvementsreasonable time;
(eiv) erect not to sell, pledge or place anything on the Premises or on the Improvements which would prohibit the Facades from being visible from street level, except for temporary structures during any period of approved alteration, restoration, or maintenance of the Improvements; or
(f) erect, construct or move anything on the Premises that would encroach on the open land area surrounding the Improvements and interfere with a view of the Facades or be incompatible with the historic or architectural character of the Improvements or the Facades. Notwithstanding the foregoing, Grantor may, with the express prior written permission of the Grantee based on plans and specifications provided by Grantor at Grantor’s expense, undertake any restoration or rehabilitation of the exterior of the Improvements in accordance with the Standards if such rehabilitation can be reasonably expected by the Grantee to result in the Secretary certifying such rehabilitation as being consistent with the historic character of the Premises or the historic district, if any, in which the Premises are located.
(3) Grantor shall at all times maintain the Premises and the Improvements which are a part of the Premises (including, without limitation, the Facades) in a good and sound state of repair and shall undertake a regular maintenance program to preserve the structural soundness and prevent deterioration of the Improvements. The obligation to maintain the Improvements includes the requirement to replace, rebuild, repair and reconstruct the Facades whenever necessary in accordance with the Standards and to have the exterior surfaces of the Improvements at all times appear to be and actually be the same as the Facades.
(4) The Premises shall be used for such purposes as are permissible under the zoning and other general laws of the City of Atlanta, Georgia, as such purposes may be changed from time to time. The Premises shall not be subdivideddispose of, nor shall permit the Premises ever be demised or conveyed other than as a unittransfer by operation of law of, except that the Premises may be made subject to a declaration of condominium.
(5) No utility transmission lines or devices, including satellite receiving dishes, other than those existing on the date hereof may be installed on the Premises in a manner as to cause them to be visible by the public from the exterior of the Premises.
(6) No dumping of ashes, trash, rubbish or any other unsightly or offensive materials which are visible from public roads or streets shall be permitted on the Premises.
(7) Except for those permitted exceptions shown on Exhibit “C” hereto, Grantor warrants to Grantee that no lien or encumbrance that has priority over this Deed and Agreement exists on the Premises as of the date hereof. Grantor shall immediately cause to be satisfied or released any lien or claim of lien that may hereafter come to exist against the Premises which would have priority over any of the rights, title Collateral or interest of Grantee hereunder.
(8) Any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or its possessory any interest in the PremisesCollateral, or any part thereof (excluding, however, space leases and licenses except sales of Inventory to tenants buyers in the ordinary course of Grantor’s businessbusiness or as otherwise expressly permitted by the Credit Agreement;
(v) shall be made not to permit any Lien on the Collateral, including, without limitation, Liens arising from the storage of Inventory, except for Liens in favor of Lender and Permitted Liens;
(vi) if requested by Lender and required pursuant to the terms of the Credit Agreement, to receive and use reasonable diligence to collect Accounts, in trust and as the property of Lender, and to immediately endorse as appropriate and deliver collections or payments on such Accounts or proceeds thereof to Lender daily in the exact form in which they are received;
(vii) not to commingle Accounts, Proceeds or collections with other property of any other Person;
(viii) to give only normal allowances and credits consistent with past practices and in the ordinary course of business and to advise Lender thereof immediately in writing if they affect any Accounts in any material respect;
(ix) on Lender’s demand, (A) to deliver to Lender returned property resulting from, or payment equal to, such allowances or credits on any Accounts as required by the Credit Agreement or upon the occurrence and during the continuance of an Event of Default and (B) to execute such documents and do such other things as Lender may reasonably request for the purpose of perfecting, preserving and enforcing its security interest in such returned property;
(x) from time to time when requested by Lender, to prepare and deliver a schedule of all Collateral subject to this Agreement and to, subject to the restrictions terms of this Agreement and agreements contained each other Loan Document assign in this Deed writing and Agreement. Such restrictions deliver to Lender all Accounts, contracts, leases and agreements need not be included verbatim but may be incorporated by reference other Chattel Paper, Instruments, Documents and other evidences thereof;
(xi) to this instrument in that deed or instrument. Grantor shall provide Grantee with written deliver to Lender (A) notice of any transfer Commercial Tort Claim it may have against any Person, including a detailed description of title to such Commercial Tort Claim and, upon receipt of such description by Lender the Premises; provided, however, that failure to give said notice will not affect the easements or rights hereby created.
(9) Grantor will not display or place on the Premises signs, billboards, awnings or advertisements, except (i) such plaques or other markers as are appropriate for commemorating the historic importance description of the Premises; (ii) such signs or markers as are necessary to direct and restrict the passage of persons or the parking of vehicles upon said Premises; (iii) a sign or signs stating the address of the Premises; (iv) such signs or markers as are necessary to advertise conspicuously the commercial or other use of the Premises; and (v) such signs, or markers as are necessary to advertise conspicuously the availability of the Premises for sale or rent, which signs or markers referred to Collateral set forth in (i) - (v) Section 1 of this paragraph Agreement shall be in conformity with design approval by the applicable design authoritydeemed to be amended to include such description of each such Commercial Tort Claim, if any. Grantee may provide and maintain a plaque on each of the street facades of the Premises not to exceed eight by twelve inches in size, mounted flush on the front exterior of the facade, with design approval by any applicable authority pursuant to established procedure, giving notice of the history of the building and the grant of this preservation easement.
(10) The Premises shall be landscaped in a manner compatible with the style and period of the Improvements. No living trees greater than 12 inches in diameter at a point four feet above the ground within 150 feet of the Improvements shall be removed unless immediate removal is necessary for the protection of any persons coming onto the Premises or of the general public, for the prevention or treatment of disease, or for the protection and safety of the Improvements. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of a the same species or, with the express written consent of Grantee, with an alternative species.
(11) No grading, excavation or other disturbance of the ground on the Premises shall be undertaken without the prior written approval of Grantee, which approval may be conditioned upon performance of a qualified archeological investigation if, in the judgment of Grantee, such grading, excavation or disturbance might affect significant archeological resources on the Premises.and
Appears in 1 contract
Covenants of Grantor. In furtherance of the easement granted herein, (a) Each Grantor covenants on behalf of itself, its successors and assigns, with Grantee, its successors and assigns, such covenants being deemed to run as a binding servitude, in perpetuity, with the land, to do (and refrain from doing) upon the Premises each of the following covenants, each of which contributes to the public good in that each aids significantly in the preservation and protection of the Premises or in the preservation of the historic district in which the Premises are locatedagrees:
(1i) Grantor shall not demolishto permit Lender to exercise its rights, remove or raze the Improvements or the Facades or any part thereof.
(2) Without the express prior written permission of the Grantee, signed by a duly authorized representative thereof, Grantor shall not undertake or permit to be undertaken any construction, maintenance, repair, alteration or remodeling or any other activity on or with respect to the Premises which would not comply with the Standards or would cause the Secretary not to certify the Improvements as being consistent with the historic character of the Premises. [Grantor shall complete the Rehabilitation in accordance with the Standards and the Plans in all material respectsremedies, and after completion of powers under the Rehabilitation,] Grantor shall notCredit Agreement, without this Agreement, the express prior written permission of Grantee, materially alter in any way the exterior appearance of the Improvements, other Loan Documents and specifically, but without limiting the generality of the foregoing, Grantor shall not:
(a) increase or decrease the height of the Improvementsunder law;
(bii) adversely affect not to change its name, or, as applicable, its chief executive office, its principal residence or the structural soundness jurisdiction in which it is organized without giving Lender thirty (30) days prior written notice; and
(iii) not to change the places where Grantor keeps any Collateral or Grantor's records concerning the Collateral (other than transfers of Collateral between locations of the Improvements;
(c) make any changes in the Facades, including the alteration, partial removal, remodeling or other physical or structural change with respect to the appearance or construction thereof, including any change in the color, material or surfacing;
(d) construct any additions to or extensions of the Improvements;
(e) erect or place anything on the Premises or on the Improvements which would prohibit the Facades from being visible from street level, except for temporary structures during any period of approved alteration, restoration, or maintenance of the Improvements; or
(f) erect, construct or move anything on the Premises that would encroach on the open land area surrounding the Improvements and interfere with a view of the Facades or be incompatible with the historic or architectural character of the Improvements or the Facades. Notwithstanding the foregoing, Grantor may, with the express prior written permission of the Grantee based on plans and specifications provided by Grantor at Grantor’s expense, undertake any restoration or rehabilitation of the exterior of the Improvements in accordance with the Standards if such rehabilitation can be reasonably expected by the Grantee to result in the Secretary certifying such rehabilitation as being consistent with the historic character of the Premises or the historic district, if any, in which the Premises are located.
(3) Grantor shall at all times maintain the Premises and the Improvements which are a part of the Premises (including, without limitation, the Facades) in a good and sound state of repair and shall undertake a regular maintenance program to preserve the structural soundness and prevent deterioration of the Improvements. The obligation to maintain the Improvements includes the requirement to replace, rebuild, repair and reconstruct the Facades whenever necessary in accordance with the Standards and to have the exterior surfaces of the Improvements at all times appear to be and actually be the same as the Facades.
(4) The Premises shall be used for such purposes as are permissible under the zoning and other general laws of the City of Atlanta, Georgia, as such purposes may be changed from time to time. The Premises shall not be subdivided, nor shall the Premises ever be demised or conveyed other than as a unit, except that the Premises may be made subject to a declaration of condominium.
(5) No utility transmission lines or devices, including satellite receiving dishes, other than those Grantors existing on the date hereof may be installed on the Premises in a manner as to cause them to be visible by the public from the exterior of the Premises.
(6) No dumping of ashes, trash, rubbish or any other unsightly or offensive materials which are visible from public roads or streets shall be permitted on the Premises.
(7) Except for those permitted exceptions shown on Exhibit “C” hereto, Grantor warrants to Grantee that no lien or encumbrance that has priority over this Deed and Agreement exists on the Premises as of the date hereof. ) without (A) giving Lender 30 days prior written notice of the address to which Grantor shall immediately cause is moving same, and (B) delivering to Lender a fully executed Collateral Access Agreement with respect to such location if not owned by Grantor; and
(iv) to cooperate with Lender in perfecting all security interests granted by this Agreement and in obtaining such agreements from third parties as Lender deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights with regard to Collateral or access to Collateral.
(b) Each Grantor agrees with regard to the Collateral, unless Lender agrees otherwise in writing:
(i) not to use any Collateral for any unlawful purpose or in any way that would void any insurance required to be satisfied carried on such Collateral;
(ii) to insure the Collateral, with Lender named as first lender loss payee and additional insured, in form, substance and amounts, under agreements, against risks and liabilities, and with insurance companies satisfactory to Lender;
(iii) to keep, in accordance with GAAP, complete and accurate records regarding all Collateral, and to permit Lender to inspect the same and make copies thereof at any reasonable time (and with such notice as may be required by the Credit Agreement);
(iv) not to sell, pledge or released any lien or claim dispose of, nor permit the transfer by operation of lien that may hereafter come to exist against the Premises which would have priority over law of, any of the rights, title Collateral or interest of Grantee hereunder.
(8) Any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or its possessory any interest in the PremisesCollateral, or any part thereof (excluding, however, space leases and licenses except sales of Inventory to tenants buyers in the ordinary course of Grantor’s 's business;
(v) shall be made not to permit any lien on the Collateral, including without limitation, liens arising from the storage of Inventory, except for Liens in favor of Lender and Permitted Liens;
(vi) if requested by Lender, to receive and use reasonable diligence to collect Accounts, in trust and as the property of Lender, and to immediately endorse as appropriate and deliver collections or payments on such Accounts or proceeds thereof to Lender daily in the exact form in which they are received;
(vii) not to commingle Accounts, Proceeds or collections with other property;
(viii) to give only normal allowances and credits consistent with past practices and in the ordinary course of business and to advise Lender thereof immediately in writing if they affect any Accounts in any material respect;
(ix) on Lender's demand, to deliver to Lender returned property resulting from, or payment equal to, such allowances or credits on any Accounts or to execute such documents and do such other things as Lender may reasonably request for the purpose of perfecting, preserving and enforcing its security interest in such returned property;
(x) from time to time, when requested by Lender, to prepare and deliver a schedule of all Collateral subject to the restrictions this Agreement and agreements contained to assign in this Deed writing and Agreement. Such restrictions deliver to Lender all Accounts, contracts, leases and agreements need not be included verbatim but may be incorporated by reference other Chattel Paper, Instruments, Documents and other evidences thereof;
(xi) to this instrument in that deed or instrument. Grantor shall provide Grantee with written deliver to Lender (i) notice of any transfer Commercial Tort Claim it may have against any Person, including a detailed description of title such Commercial Tort Claim and, upon receipt of such description by Lender the description of Collateral set forth in Section 1 of this Agreement shall be deemed to the Premises; providedbe amended to include such description of each such Commercial Tort Claim, however, that failure to give said notice will not affect the easements or rights hereby created.
(9) Grantor will not display or place on the Premises signs, billboards, awnings or advertisements, except (i) such plaques or other markers as are appropriate for commemorating the historic importance of the Premises; and (ii) such signs documents as Lender may require to grant Lender a security interest in Grantor's rights in such Commercial Tort Claim;
(xii) to deliver to Lender any Instrument, Document or markers Chattel Paper constituting Collateral with a value greater than $25,000, duly endorsed or assigned by Grantor to Lender;
(xiii) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all Collateral and, as appropriate and applicable, to keep all Collateral in good and saleable condition, to deal with the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property, and to keep all Collateral free and clear of all defenses, rights of offset and counterclaims;
(xiv) not to withdraw any funds from any Deposit Account pledged to Lender pursuant to this Agreement, except for Grantor's principal operating account, petty cash accounts expressly excluded from the requirxxxxx to deliver a Control Agreement pursuant to the Credit Agreement, and local operating accounts with Branch Banking and Trust Company used for payments to vendors to the extent expressly excluded from the requirement to deliver a Control Agreement pursuant to the Credit Agreement (provided that the only source of funds for such accounts shall be the Loan Parties' accounts with Lender) and any Deposit Accounts which are specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for employees of Grantor ("Excluded Deposit Accounts");
(xv) not to open or establish any Deposit Account, Securities Account, or Commodities Account unless Lender has control of such account as contemplated in the Code (but excluding Excluded Deposit Accounts) and to close such Deposit Accounts as are necessary to direct and restrict the passage of persons or the parking of vehicles upon said Premises; (iii) a sign or signs stating the address cause Grantors to comply with Section 4.10 of the PremisesCredit Agreement; and
(ivxvi) such signs not to consign any of its Inventory or markers as are necessary to advertise conspicuously the commercial sell any of its Inventory on bill and hold, sale or other use of the Premises; and (v) such signsreturn, sale on approval, or markers as are necessary to advertise conspicuously the availability otxxx conditional terms of the Premises for sale or rent, which signs or markers referred to in (i) - (v) of this paragraph shall be in conformity with design approval by the applicable design authority, if any. Grantee may provide and maintain a plaque on each of the street facades of the Premises not to exceed eight by twelve inches in size, mounted flush on the front exterior of the facade, with design approval by any applicable authority pursuant to established procedure, giving notice of the history of the building and the grant of this preservation easementsale.
(10) The Premises shall be landscaped in a manner compatible with the style and period of the Improvements. No living trees greater than 12 inches in diameter at a point four feet above the ground within 150 feet of the Improvements shall be removed unless immediate removal is necessary for the protection of any persons coming onto the Premises or of the general public, for the prevention or treatment of disease, or for the protection and safety of the Improvements. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of a the same species or, with the express written consent of Grantee, with an alternative species.
(11) No grading, excavation or other disturbance of the ground on the Premises shall be undertaken without the prior written approval of Grantee, which approval may be conditioned upon performance of a qualified archeological investigation if, in the judgment of Grantee, such grading, excavation or disturbance might affect significant archeological resources on the Premises.
Appears in 1 contract
Samples: Security Agreement (Industrial Services of America Inc /Fl)
Covenants of Grantor. In furtherance of the easement granted herein, (a) Each Grantor covenants on behalf of itself, its successors and assigns, with Grantee, its successors and assigns, such covenants being deemed to run as a binding servitude, in perpetuity, with the land, to do (and refrain from doing) upon the Premises each of the following covenants, each of which contributes to the public good in that each aids significantly in the preservation and protection of the Premises or in the preservation of the historic district in which the Premises are locatedagrees:
(1i) to permit Lender to exercise its rights, remedies, and powers under the Credit Agreement, this Agreement, the other Loan Documents and under law;
(ii) not to change its name, or, as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized without giving Lender thirty (30) days prior written notice; and
(iii) not to change the places where Grantor keeps any Collateral or Grantor's records concerning the Collateral without (A) giving Lender 30 days prior written notice of the address to which Grantor is moving same, and (B) delivering to Lender a fully executed Collateral Access Agreement with respect to such location if not owned by Grantor; provided that Collateral Access Agreements shall not demolishbe required for (x) trade shows or (y) locations where the value of the Grantor’s assets at such location does not exceed $75,000; and
(iv) to cooperate with Lender in perfecting all security interests granted by this Agreement and in obtaining such agreements from third parties as Lender deems necessary, remove proper or raze convenient in connection with the Improvements preservation, perfection or the Facades enforcement of any of its rights with regard to Collateral or any part thereofaccess to Collateral.
(2b) Without Each Grantor agrees with regard to the express prior written permission of the GranteeCollateral, signed by a duly authorized representative thereof, Grantor shall unless Lender agrees otherwise in writing:
(i) not undertake to use any Collateral for any unlawful purpose or permit in any way that would void any insurance required to be undertaken carried on such Collateral;
(ii) to insure the Collateral, with Lender named as first lender loss payee and additional insured, in form, substance and amounts, under agreements, against risks and liabilities, and with insurance companies as more particularly set forth in the Credit Agreement;
(iii) to keep, in accordance with GAAP, complete and accurate records regarding all Collateral, and to permit Lender to inspect the same and make copies thereof at any construction, maintenance, repair, alteration or remodeling or any other activity on or with respect to the Premises which would not comply with the Standards or would cause the Secretary not to certify the Improvements as being consistent with the historic character of the Premises. [Grantor shall complete the Rehabilitation reasonable time in accordance with the Standards and the Plans in all material respects, and after completion terms of the Rehabilitation,] Grantor shall not, without the express prior written permission of Grantee, materially alter in any way the exterior appearance of the Improvements, and specifically, but without limiting the generality of the foregoing, Grantor shall not:
(a) increase or decrease the height of the ImprovementsCredit Agreement;
(biv) adversely affect the structural soundness of the Improvements;
(c) make any changes in the Facadesnot to sell, including the alteration, partial removal, remodeling pledge or other physical or structural change with respect to the appearance or construction thereof, including any change in the color, material or surfacing;
(d) construct any additions to or extensions of the Improvements;
(e) erect or place anything on the Premises or on the Improvements which would prohibit the Facades from being visible from street level, except for temporary structures during any period of approved alteration, restoration, or maintenance of the Improvements; or
(f) erect, construct or move anything on the Premises that would encroach on the open land area surrounding the Improvements and interfere with a view of the Facades or be incompatible with the historic or architectural character of the Improvements or the Facades. Notwithstanding the foregoing, Grantor may, with the express prior written permission of the Grantee based on plans and specifications provided by Grantor at Grantor’s expense, undertake any restoration or rehabilitation of the exterior of the Improvements in accordance with the Standards if such rehabilitation can be reasonably expected by the Grantee to result in the Secretary certifying such rehabilitation as being consistent with the historic character of the Premises or the historic district, if any, in which the Premises are located.
(3) Grantor shall at all times maintain the Premises and the Improvements which are a part of the Premises (including, without limitation, the Facades) in a good and sound state of repair and shall undertake a regular maintenance program to preserve the structural soundness and prevent deterioration of the Improvements. The obligation to maintain the Improvements includes the requirement to replace, rebuild, repair and reconstruct the Facades whenever necessary in accordance with the Standards and to have the exterior surfaces of the Improvements at all times appear to be and actually be the same as the Facades.
(4) The Premises shall be used for such purposes as are permissible under the zoning and other general laws of the City of Atlanta, Georgia, as such purposes may be changed from time to time. The Premises shall not be subdivideddispose of, nor shall permit the Premises ever be demised or conveyed other than as a unittransfer by operation of law of, except that the Premises may be made subject to a declaration of condominium.
(5) No utility transmission lines or devices, including satellite receiving dishes, other than those existing on the date hereof may be installed on the Premises in a manner as to cause them to be visible by the public from the exterior of the Premises.
(6) No dumping of ashes, trash, rubbish or any other unsightly or offensive materials which are visible from public roads or streets shall be permitted on the Premises.
(7) Except for those permitted exceptions shown on Exhibit “C” hereto, Grantor warrants to Grantee that no lien or encumbrance that has priority over this Deed and Agreement exists on the Premises as of the date hereof. Grantor shall immediately cause to be satisfied or released any lien or claim of lien that may hereafter come to exist against the Premises which would have priority over any of the rights, title Collateral or interest of Grantee hereunder.
(8) Any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or its possessory any interest in the PremisesCollateral, or any part thereof (excluding, however, space leases and licenses except sales of Inventory to tenants buyers in the ordinary course of Grantor's business and except in accordance with the terms of the Credit Agreement;
(v) not to permit any lien on the Collateral, including without limitation, liens arising from the storage of Inventory, except for Liens in favor of Lender and Permitted Liens;
(vi) if requested by Lender, to receive and use reasonable diligence to collect Accounts, in trust and as the property of Lender, and to immediately endorse as appropriate and deliver collections or payments on such Accounts or proceeds thereof to Lender daily in the exact form in which they are received;
(vii) not to commingle Accounts, Proceeds or collections with other property;
(viii) to give only normal allowances and credits consistent with past practices and in the ordinary course of business and to advise Lender thereof immediately in writing if they affect any Accounts in any material respect;
(ix) on Lender’s businessdemand, to deliver to Lender returned property resulting from, or payment equal to, such allowances or credits on any Accounts or to execute such documents and do such other things as Lender may reasonably request for the purpose of perfecting, preserving and enforcing its security interest in such returned property;
(x) shall be made from time to time, when requested by Lender, to prepare and deliver a schedule of all Collateral subject to the restrictions this Agreement and agreements contained to assign in this Deed writing and Agreement. Such restrictions deliver to Lender all Accounts, contracts, leases and agreements need not be included verbatim but may be incorporated by reference other Chattel Paper, Instruments, Documents and other evidences thereof;
(xi) to this instrument in that deed or instrument. Grantor shall provide Grantee with written deliver to Lender (i) notice of any transfer Commercial Tort Claim having a claim for damages in excess of title $50,000 individually or $200,000 in the aggregatre it may have against any Person, including a detailed description of such Commercial Tort Claim and, upon receipt of such description by Lender the description of Collateral set forth in Section 1 of this Agreement shall be deemed to the Premises; providedbe amended to include such description of each such Commercial Tort Claim, however, that failure to give said notice will not affect the easements or rights hereby created.
(9) Grantor will not display or place on the Premises signs, billboards, awnings or advertisements, except (i) such plaques or other markers as are appropriate for commemorating the historic importance of the Premises; and (ii) such signs documents as Lender may require to grant Lender a security interest in Grantor’s rights in such Commercial Tort Claim;
(xii) to deliver to Lender any Instrument, Document or markers as are Chattel Paper constituting Collateral with a value greater than $100,000, duly endorsed or assigned by Grantor to Lender;
(xiii) to provide any service and do any other acts which may be reasonably necessary to direct maintain, preserve and restrict protect all Collateral and, as appropriate and applicable, to keep all Collateral in good and saleable condition, to deal with the passage Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of persons like property, and to keep all Collateral free and clear of all defenses, rights of offset and counterclaims;
(xiv) not to open or establish any Deposit Account, Securities Account, or Commodities Account unless Lender has control of such account as contemplated in the parking Code;
(xv) not to sell any of vehicles upon said Premises; its Inventory on xxxx and hold, sale or return, sale on approval, or other conditional terms of sale;
(iiixvi) a sign Upon the request of Lender, in order to facilitate filings with the United States Patent and Trademark Office and the United States Copyright Office, each Grantor shall execute and deliver to Lender one or signs stating more Copyright Security Agreements or Patent and Trademark Security Agreements to further evidence Lender’s Lien on such Grantor’s patents, trademarks, or copyrights, and the address General Intangibles of such Grantor relating thereto or represented thereby;
(xvii) Each Grantor shall have the duty, with respect to Intellectual Property that is necessary in the conduct of such Grantor’s business, to protect and diligently enforce and defend at such Grantor’s expense its Intellectual Property, including (A) to diligently enforce and defend, including promptly suing for infringement, misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, and filing for opposition, interference, and cancellation against conflicting Intellectual Property rights of any Person, (B) to prosecute diligently any trademark application or service xxxx application that is part of the Premises; Trademarks pending as of the date hereof or hereafter, (ivC) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter, (D) to take all reasonable and necessary action to preserve and maintain all of such signs Grantor’s trademarks, patents, copyrights, Intellectual Property licenses, and its rights therein, including paying all maintenance fees and filing of applications for renewal, affidavits of use, and affidavits of noncontestability, and (E) to require all employees, consultants, and contractors of each Grantor who were involved in the creation or markers as are development of such Intellectual Property to sign agreements containing assignment to such Grantor of Intellectual Property rights created or developed and obligations of confidentiality. No Grantor shall abandon any Intellectual Property or Intellectual Property license that is necessary in the conduct of such Grantor’s business. Each Grantor shall take the steps described in this Section with respect to all new or acquired Intellectual Property to which it or any of its Subsidiaries is now or later becomes entitled that is necessary in the conduct of such Grantor’s or Subsidiary’s business. Notwithstanding the foregoing, no Grantor shall be required to take any action pursuant to this clause Section if such Grantor shall reasonably determine that such action is not desirable in the conduct of the business of such Grantor and that the failure to take such action is not disadvantageous in any material respect to any Grantor or to Lender;
(xviii) Each Grantor acknowledges and agrees that Lender shall have no duties with respect to any Intellectual Property or Intellectual Property licenses of any Grantor. Without limiting the generality of this Section, each Grantor acknowledges and agrees that Lender shall not be under any obligation to take any steps necessary to advertise conspicuously preserve rights in the commercial Collateral consisting of Intellectual Property or Intellectual Property licenses against any other use Person, but Lender may do so at its option from and after the occurrence and during the continuance of the Premises; an Event of Default, and all expenses incurred in connection therewith (vincluding reasonable fees and expenses of attorneys and other professionals) such signs, or markers as are necessary to advertise conspicuously the availability of the Premises for sale or rent, which signs or markers referred to in (i) - (v) of this paragraph shall be for the sole account of Borrowers and shall be chargeable to the Loan Account;
(xix) Each Grantor shall promptly file an application with the United States Copyright Office for any copyright that has not been registered with the United States Copyright Office if such copyright is necessary in conformity connection with design approval the conduct of such Grantor’s business. Any expenses incurred in connection with the foregoing shall be borne by the applicable design authority, if any. Grantee may provide and maintain a plaque on each Loan Parties; and
(xx) No Grantor shall enter into any Intellectual Property license to receive any license or rights in any Intellectual Property of any other Person unless such Grantor has used commercially reasonable efforts to permit the street facades assignment of the Premises not to exceed eight by twelve inches in size, mounted flush on the front exterior of the facade, with design approval by any applicable authority pursuant to established procedure, giving notice of the history of the building and the or grant of this preservation easementa Lien in such Intellectual Property license (and all rights of such Grantor thereunder) to Lender (and any transferees of Lender).
(10) The Premises shall be landscaped in a manner compatible with the style and period of the Improvements. No living trees greater than 12 inches in diameter at a point four feet above the ground within 150 feet of the Improvements shall be removed unless immediate removal is necessary for the protection of any persons coming onto the Premises or of the general public, for the prevention or treatment of disease, or for the protection and safety of the Improvements. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of a the same species or, with the express written consent of Grantee, with an alternative species.
(11) No grading, excavation or other disturbance of the ground on the Premises shall be undertaken without the prior written approval of Grantee, which approval may be conditioned upon performance of a qualified archeological investigation if, in the judgment of Grantee, such grading, excavation or disturbance might affect significant archeological resources on the Premises.
Appears in 1 contract
Covenants of Grantor. In furtherance of the easement granted herein, (a) The Grantor covenants on behalf of itself, its successors and assigns, with Grantee, its successors and assigns, such covenants being deemed to run as a binding servitude, agrees in perpetuity, with the land, to do (and refrain from doing) upon the Premises each of the following covenants, each of which contributes to the public good in that each aids significantly in the preservation and protection of the Premises or in the preservation of the historic district in which the Premises are locatedgeneral:
(1i) to pay Obligations secured by this Agreement when due;
(ii) to permit Collateral Agent to exercise its powers; and
(iii) not to change the places where the Grantor shall not demolish, remove or raze the Improvements keeps any Collateral or the Facades or any part thereof.Grantor’s records concerning the Collateral without giving the Collateral Agent 30 days’ prior written notice of the address to which the Grantor is moving same and a fully executed collateral access agreement with respect thereto if such location is not owned by the Grantor; and
(2b) Without The Grantor agrees with regard to the express prior written permission of Collateral, unless the Grantee, signed by a duly authorized representative thereof, Grantor shall Collateral Agent agrees otherwise in writing:
(i) not undertake to use any Collateral for any unlawful purpose or permit in any way that would void any insurance required to be undertaken carried on such Collateral;
(ii) to keep, in accordance with Generally Accepted Accounting Principles, complete and accurate records regarding all Collateral, and to permit the Collateral Agent to inspect the same and make copies thereof at any constructionreasonable time;
(iii) if requested by the Collateral Agent, maintenanceto receive and use reasonable diligence to collect Accounts, repairin trust and as the property of Lender, alteration and to immediately endorse as appropriate and deliver such Accounts to the Collateral Agent daily in the exact form in which they are received;
(iv) not to commingle Accounts, Proceeds or remodeling collections with other property;
(v) to give only normal allowances and credits and to advise the Collateral Agent thereof immediately in writing if they affect any Accounts in any material respect;
(vi) on demand, to deliver to the Collateral Agent returned property resulting from, or payment equal to, such allowances or credits on any Accounts or to execute such documents and do such other things as the Collateral Agent may reasonably request for the purpose of perfecting, preserving and enforcing its Security Interest in such returned property;
(vii) from time to time, when requested by the Collateral Agent, to prepare and deliver a schedule of all Collateral subject to this Agreement and to assign in writing and deliver to the Collateral Agent all accounts, contracts, leases and other chattel paper, instruments, documents and other evidences thereof;
(viii) to deliver to the Collateral Agent notice of any Commercial Tort Claim it may bring against any person or entity, including a detailed description of such Commercial Tort Claim, together with such documents as the Collateral Agent may require to grant the Collateral Agent a security interest in the Grantor’s rights therein; dms.us.52791508.04
(ix) to deliver to the Collateral Agent any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Grantor to the Collateral Agent;
(x) to provide any service and do any other activity on or with respect acts which may be necessary to the Premises which would not comply maintain, preserve and protect all Collateral and, as appropriate and applicable, to keep all Collateral in good and saleable condition, to deal with the Standards or would cause the Secretary not to certify the Improvements as being consistent with the historic character of the Premises. [Grantor shall complete the Rehabilitation Collateral in accordance with the Standards standards and the Plans in all material respectspractices adhered to generally by users and manufacturers of like property, and after completion to keep all Collateral free and clear of the Rehabilitation,] Grantor shall notall defenses, without the express prior written permission rights of Grantee, materially alter in any way the exterior appearance of the Improvements, offset and specifically, but without limiting the generality of the foregoing, Grantor shall not:
(a) increase or decrease the height of the Improvementscounterclaims;
(bxi) adversely affect not to withdraw any funds from any Deposit Account pledged to the structural soundness Collateral Agent pursuant to this Agreement except for Grantor’s principal operating account and any Deposit Accounts which are specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for employees of the Improvements;Grantor or any of its Subsidiaries; and
(cxii) make not to consign any changes in the Facadesof its Inventory or sell any of its Inventory on xxxx and hold, including the alterationsale or return, partial removalsale on approval, remodeling or other physical or structural change with respect to the appearance or construction thereof, including any change in the color, material or surfacing;
(d) construct any additions to or extensions conditional terms of the Improvements;
(e) erect or place anything on the Premises or on the Improvements which would prohibit the Facades from being visible from street level, except for temporary structures during any period of approved alteration, restoration, or maintenance of the Improvements; or
(f) erect, construct or move anything on the Premises that would encroach on the open land area surrounding the Improvements and interfere with a view of the Facades or be incompatible with the historic or architectural character of the Improvements or the Facades. Notwithstanding the foregoing, Grantor may, with the express prior written permission of the Grantee based on plans and specifications provided by Grantor at Grantor’s expense, undertake any restoration or rehabilitation of the exterior of the Improvements in accordance with the Standards if such rehabilitation can be reasonably expected by the Grantee to result in the Secretary certifying such rehabilitation as being consistent with the historic character of the Premises or the historic district, if any, in which the Premises are locatedsale.
(3) Grantor shall at all times maintain the Premises and the Improvements which are a part of the Premises (including, without limitation, the Facades) in a good and sound state of repair and shall undertake a regular maintenance program to preserve the structural soundness and prevent deterioration of the Improvements. The obligation to maintain the Improvements includes the requirement to replace, rebuild, repair and reconstruct the Facades whenever necessary in accordance with the Standards and to have the exterior surfaces of the Improvements at all times appear to be and actually be the same as the Facades.
(4) The Premises shall be used for such purposes as are permissible under the zoning and other general laws of the City of Atlanta, Georgia, as such purposes may be changed from time to time. The Premises shall not be subdivided, nor shall the Premises ever be demised or conveyed other than as a unit, except that the Premises may be made subject to a declaration of condominium.
(5) No utility transmission lines or devices, including satellite receiving dishes, other than those existing on the date hereof may be installed on the Premises in a manner as to cause them to be visible by the public from the exterior of the Premises.
(6) No dumping of ashes, trash, rubbish or any other unsightly or offensive materials which are visible from public roads or streets shall be permitted on the Premises.
(7) Except for those permitted exceptions shown on Exhibit “C” hereto, Grantor warrants to Grantee that no lien or encumbrance that has priority over this Deed and Agreement exists on the Premises as of the date hereof. Grantor shall immediately cause to be satisfied or released any lien or claim of lien that may hereafter come to exist against the Premises which would have priority over any of the rights, title or interest of Grantee hereunder.
(8) Any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or its possessory interest in the Premises, or any part thereof (excluding, however, space leases and licenses to tenants in the ordinary course of Grantor’s business) shall be made subject to the restrictions and agreements contained in this Deed and Agreement. Such restrictions and agreements need not be included verbatim but may be incorporated by reference to this instrument in that deed or instrument. Grantor shall provide Grantee with written notice of any transfer of title to the Premises; provided, however, that failure to give said notice will not affect the easements or rights hereby created.
(9) Grantor will not display or place on the Premises signs, billboards, awnings or advertisements, except (i) such plaques or other markers as are appropriate for commemorating the historic importance of the Premises; (ii) such signs or markers as are necessary to direct and restrict the passage of persons or the parking of vehicles upon said Premises; (iii) a sign or signs stating the address of the Premises; (iv) such signs or markers as are necessary to advertise conspicuously the commercial or other use of the Premises; and (v) such signs, or markers as are necessary to advertise conspicuously the availability of the Premises for sale or rent, which signs or markers referred to in (i) - (v) of this paragraph shall be in conformity with design approval by the applicable design authority, if any. Grantee may provide and maintain a plaque on each of the street facades of the Premises not to exceed eight by twelve inches in size, mounted flush on the front exterior of the facade, with design approval by any applicable authority pursuant to established procedure, giving notice of the history of the building and the grant of this preservation easement.
(10) The Premises shall be landscaped in a manner compatible with the style and period of the Improvements. No living trees greater than 12 inches in diameter at a point four feet above the ground within 150 feet of the Improvements shall be removed unless immediate removal is necessary for the protection of any persons coming onto the Premises or of the general public, for the prevention or treatment of disease, or for the protection and safety of the Improvements. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of a the same species or, with the express written consent of Grantee, with an alternative species.
(11) No grading, excavation or other disturbance of the ground on the Premises shall be undertaken without the prior written approval of Grantee, which approval may be conditioned upon performance of a qualified archeological investigation if, in the judgment of Grantee, such grading, excavation or disturbance might affect significant archeological resources on the Premises.
Appears in 1 contract
Samples: Subordinated Security Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)