Common use of PARTICULAR COVENANTS OF THE MORTGAGOR Clause in Contracts

PARTICULAR COVENANTS OF THE MORTGAGOR.

PARTICULAR COVENANTS OF THE MORTGAGOR. The Mortgagor covenants with the Mortgagee and the holders of notes secured hereby (hereinafter sometimes collectively called the "noteholders") and each of them as follows: SECTION 1. The Mortgagor is duly authorized under Its articles of incorporation and by-laws and the laws of the State of Its incorporation and all other applicable provisions of law to execute and deliver the Outstanding Notes the Current Note and this Mortgage and to execute and deliver Additional Notes; all corporate action on its part for the execution and delivery of the Outstanding Notes, the Current Note and this Mortgage has been duly and effectively taken; and the Outstanding Notes, the Current Note and this Mortgage are the valid and enforceable obligations of the Mortgagor In accordance with their respective terms. SECTION 2. The Mortgagor warrants that it has good right and lawful authority to mortgage the property described In the Granting Clause of this Mortgage for the purposes herein expressed, and that the said property is free and clear of any deed of trust, mortgage, lien, charge or encumbrance thereon or affecting the title thereto, except (I) the lien of this Mortgage and taxes or assessments not yet due; 00 deposits or pledges to secure payment of workmen's compensation, unemployment insurance, old age pensions or other social security; and (Ili) deposits or pledges to secure performance of bids, tenders, contracts (other than contracts for the payment of borrowed money). leases, public or statutory obligations, surety or appeal bonds, or other deposits Restated Mortgage - Telephone 100% REA Loan - No Prior Bank Loan (RES-REA.NPB) - 9/91 or pledges for purposes of like general nature in the ordinary course of business. The Mortgagor-will. so long as any of the notes shall be outstanding, maintain and preserve the lien of this Mortgage superior to all other Dens affecting the Mortgaged Property, and will forever warrant and defend-the title to the property described as being mortgaged hereby to the Mortgagee against any and all claims and demands whatsoever.- The Mortgagor will promptly pay or discharge any and all obligations for or on account of which any such lien or charge might exist or could be created and any and all lawful taxes, rates, levies, assessments, liens, claims or other charges imposed upon or accruing upon any of the Mortgagor's property (whether taxed to the Mortgagor or to any noteholder), or the franchises, earnings or business of the Mortgagor, as and when the same shall become due and payable; and whenever called upon so to do the Mortgagor will furnish to the Mortgagee or to any noteholder adequate proof of such payment or discharge. SECTION 3. The Mortgagor will duly and punctually pay the principal of and Interest on the notes at the dates and places and In the manner provided therein, according to the true intent and meaning thereof, and all other sums becoming due hereunder. (a) The Mortgagor will at all times, so long as any of the notes shall be outstanding, take or cause to be taken all such action as from time to time may be necessary to preserve its corporate existence and to preserve and renew all franchises, rights of way, easements, permits and licenses now or hereafter to it granted or upon it conferred, and will comply with all valid laws, ordinances, regulations and requirements applicable to It or Its property. The Mortgagor will not, without the approval in writing of the bolder or holders of not less than a majority in principal amount of the notes at the time outstanding (hereinafter called the "majority noteholders"), take or suffer to be taken any steps to reorganize, or to consolidate with or merge into any other corporation, or to sell, lease or transfer (or make any agreement therefor) the Mortgaged Property, or any part thereof. (b) If this subsection is made applicable by the Instruments Recital. then nothing herein contained shall prevent any such reorganization, consolidation or merger provided that the lien and security of this Mortgage and the rights or powers of the Mortgagee and the noteholders hereunder shall not thereby be impaired or adversely affected, and provided that upon such reorganization. consolidation or merger, the due and punctual payment of the principal of and Interest on the notes according to their tenor and the due and punctual performance of all covenants and conditions of this Mortgage shall be assumed by the corporation formed by such reorganization, consolidation or merger, and the lien of this Mortgage shall remain a superior lien upon the property owned by the Mortgagor at the time of such reorganization. consolidation or merger and upon any improvements or additions Restated Mortgage - Telephone 100% RFA Loan No Prior Bank Loan (RFS-REA.NPB) 9/91 to such property, either prior to or subsequent to such reorganization. consolidation or merger. (c) The Mortgagor may, however, without obtaining the approval of the holder or holders of any of the notes at the time outstanding, at any time or from time to time so long as the Mortgagor is not In default hereunder, sell or otherwise dispose of, free from the lien hereof, any of Its property which is neither necessary to nor useful for the operation of the Mortgagor's business, or which has become obsolete, worn out or damaged or otherwise unsuitable for the purposes of-the Mortgagor; provided, however, that the Mortgagor shall: (1) to the extent necessary. replace the same by, or substitute therefor, other property of the same kind and nature, which shall be subject to the lien hereof, free and clear of all prior liens, and apply any proceeds derived from such sale or other disposition of such property and not needed for the replacement thereof to the payment of the indebtedness evidenced by the notes; or

PARTICULAR COVENANTS OF THE MORTGAGOR. 1.1 Performance of the Note and Mortgage and the other Loan Documents. This Mortgage is given as security for the performance and observance of the covenants and agreements contained herein and in any other agreement executed by the Mortgagor to a Mortgagee in connection with any Secured Obligation, present and future, including but not limited to the principal of, interest on and other sums from time to time owing in connection with any present or future indebtedness and obligations of the Mortgagor to the Secured Parties and the indebtedness evidenced by or arising in connection with the Loan, the Note and the other Loan Documents and any and all extensions, renewals, increases, modifications, amendments, restatements and replacements, as applicable, of any of the Secured Obligations. The Mortgagor will perform, observe and comply with all provisions of the Note and this Mortgage and the other Loan Documents secured hereby and will duly and timely pay, without relief from any valuation or appraisement law, to Mortgagee, for the benefit of the Secured Parties, the sums of money expressed in the Note with interest thereon at the applicable rate set forth in the Note and all other sums required to be paid by the Mortgagor pursuant to the other Secured Obligations, all without any deductions or credit for taxes or other similar charges paid by the Mortgagor. Without limiting the generality of the foregoing, in the event the Mortgagor and Mortgagee, or any of its Affiliates, enter into any Derivative Contract, the Mortgagor shall be responsible for any and all obligations, contingent or otherwise, whether now existing or hereafter arising, of the Mortgagor to Mortgagee, or to any of its Affiliates or successors arising under or in connection with any such Derivative Contract, all of which obligations shall be secured by this Mortgage and entitled to all of the benefits and protections afforded to Mortgagee under or pursuant to this Mortgage. The Mortgagor agrees that for purposes of this Mortgage, any indebtedness and obligations which the Mortgagor may have to any Affiliate of Mortgagee in connection with any Derivative Contract or any Bank Product Debt shall be deemed to be indebtedness and obligations owed directly to such Lender and shall be secured by this Mortgage and may be collected and recovered by Mortgagee, for the benefit of such Affiliate, in any action to enforce this Mortgage as if such indebtedness and obligations were directly owed to Mortgagee.

PARTICULAR COVENANTS OF THE MORTGAGOR. The Mortgagor covenants with the Mortgagee and the holders of notes secured hereby (hereinafter sometimes collectively called the "noteholders") and each of them as follows: SECTION 1. The Mortgagor is duly authorized under its articles of incorporation and by-laws and the laws of the State of its incorporation and all other applicable provisions of law to execute and deliver the Outstanding Notes, the Current Note and this Mortgage and to execute and Form - Restated Mortgage - Telephone 1/85 100% REA Loan - No Prior Bank Loan 6-5452 deliver Additional Notes; all corporate action on its part for the execution and delivery of the Outstanding Notes, the Current Note and this Mortgage has been duly and effectively taken; and the Outstanding Notes, the Current Note and this Mortgage are the valid and enforceable obligations of the Mortgagor in accordance with their respective terms. SECTION 2. The Mortgagor warrants that it has good right and lawful authority to mortgage the property described in the Granting Clause of this Mortgage for the purposes herein expressed, and that the said property is free and clear of any deed of trust, mortgage, lien, charge or encumbrance thereon or affecting the title thereto, except (i) the lien of this Mortgage and taxes or assessments not yet due; (ii) deposits or pledges to secure payment of workmen's compensation, unemployment insurance, old age pensions or other social security; and (iii) deposits or pledges to secure performance of bids, tenders, contracts (other than contracts for the payment of borrowed money), leases, public or statutory obligations, surety or appeal bonds, or other deposits or pledges for purposes of like general nature in the ordinary course of business. The Mortgagor will, so long as any of the notes shall be outstanding, maintain and preserve the lien of this Mortgage superior to all other liens affecting the Mortgaged Property, and will forever warrant and defend the title to the property described as being mortgaged hereby to the Mortgagee against any and all claims and demands whatsoever. The Mortgagor will promptly pay or discharge any and all obligations for or on account of which any such lien or charge might exist or could be created and any and all lawful taxes, rates, levies, assessments, liens, claims or other charges imposed upon or accruing upon any of the Mortgagor's property (whether taxed to the Mortgagor or to any noteholder), or the franchises, earnings or business of the Mortgagor, as and when the same shall become due and payable; and whenever called upon so to do the Mortgagor will furnish to the Mortgagee or to any noteholder adequate proof of such payment or discharge. SECTION 3. The Mortgagor will duly and punctually pay the principal of and interest on the notes at the dates and places and in the manner provided therein, according to the true intent and meaning thereof, and all other sums becoming due hereunder. (a) The Mortgagor will at all times, so long as any of the notes shall be outstanding, take or cause to be taken all such action as from time to time may be necessary to preserve its corporate existence and to preserve and renew all franchises, rights of way, Form - Restated Mortgage - Telephone 1/85 100% REA Loan - No Prior Bank Loan 6-5452 easements, permits and licenses now or hereafter to it granted or upon it conferred, and will comply with all valid laws, ordinances, regulations and requirements applicable to it or its property. The Mortgagor will not, without the approval in writing of the holder or holders of not less than a majority in principal amount of the notes at the time outstanding (hereinafter called the "majority noteholders"), take or suffer to be taken any steps to reorganize, or to consolidate with or merge into any other corporation, or to sell, lease or transfer (or make any agreement therefor) the Mortgaged Property, or any part thereof. (b) If this subsection is made applicable by the Instruments Recital, then nothing herein contained shall prevent any such reorganization, consolidation or merger provided that the lien and security of this Mortgage and the rights or powers of the Mortgagee and the noteholders hereunder shall not thereby be impaired or adversely affected, and provided that upon such reorganization, consolidation or merger, the due and punctual payment of the principal of and interest on the notes according to their tenor and the due and punctual performance of all covenants and conditions of this Mortgage shall be assumed by the corporation formed by such reorganization, consolidation or merger, and the lien of this Mortgage shall remain a superior lien upon the property owned by the Mortgagor at the time of such reorganization, consolidation or merger and upon any improvements or additions to such property, either prior to or subsequent to such reorganization, consolidation or merger. (c) The Mortgagor may, however, without obtaining the approval of the holder or holders of any of the notes at the time outstanding, at any time or from time to time so long as the Mortgagor is not in default hereunder, sell or otherwise dispose of, free from the lien hereof, any of its property which is neither necessary to nor useful for the operation of the Mortgagor's business, or which has become obsolete, worn out or damaged or otherwise unsuitable for the purposes of the Mortgagor; provided, however, that the Mortgagor shall: (1) to the extent necessary, replace the same by, or substitute therefor, other property of the same kind and nature, which shall be subject to the lien hereof, free and clear of all prior liens, and apply any proceeds derived from such sale or other disposition of such property and not needed for the replacement thereof to the payment of the indebtedness evidenced by the notes; or

PARTICULAR COVENANTS OF THE MORTGAGOR. The Mortgagor covenants and agrees as follows: (a) Mortgagor represents and warrants that it has and will continue to hold good and marketable title to an indefeasible fee estate in the Premises subject to no lien, charge or encumbrance, except such as are listed as exceptions in Schedule B attached hereto ("Permitted Exceptions"). (b) Mortgagor represents and warrants: (i) that it is the owner of, and shall own, the Mortgaged Property free and clear of any liens and claims, other than the Permitted Exceptions, (ii) that this Mortgage is and shall remain a valid and enforceable first lien on the Mortgaged Property subject only to the Permitted Exceptions, (iii) that the execution and delivery of this Mortgage, the Loan Agreement and the Notes have been duly authorized by the Mortgagor and that there is no provision in any document evidencing or establishing the existence of the Mortgagor that requires the further consent for such action by any other entity or person, (iv) that it is duly organized, validly existing and is in good standing under the laws of the State of Delaware, and is authorized to do business in the State of New Jersey, (v) that it has all necessary licenses, authorizations, registrations, permits and/or approvals, and full power and authority, to own its properties and carry on its business as currently conducted, (vi) that the execution and delivery by it of, and performance of its obligations under this Mortgage, the Loan Agreement and the Notes shall not result in the Mortgagor being in default under any provision of any document evidencing or establishing the existence of the Mortgagor or of any mortgage, credit or other agreement to which the Mortgagor is a party or that affects the Mortgagor or the Premises, or any part thereof, (vii) that it shall preserve its fee simple title in and to the Premises and shall forever warrant and defend the same to the Mortgagee, (viii) that it shall forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever, and (ix) that the execution of this Mortgage has been duly authorized by the executive committee of the board of directors of the Mortgagor. Section 1.2. The Mortgagor shall, at its sole cost and expense, and without expense to the Mortgagee, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as the Mortgagee shall from time to time reasonably require, for the better assuring, conveying, assigning, transferring and confirming unto the Mortgagee the Mortgaged Property and the rights hereby conveyed or assigned or intended now or hereafter so to be, or which the Mortgagor may be or may hereafter become bound to convey or assign to the Mortgagee, or for carrying out the intention or facilitating the performance of the terms of this Mortgage, or for filing, registering or recording this Mortgage and, on demand, shall execute and deliver, and hereby authorizes the Mortgagee to execute and file in the name of the Mortgagor to the extent it may lawfully do so, one or more financing statements to evidence more effectively the lien hereof upon the Mortgaged Property or any part thereof. (a) The Mortgagor forthwith upon the execution and delivery of this Mortgage, and thereafter from time to time, shall, at the sole cost of the Mortgagor, cause this Mortgage and any security instrument creating a lien or evidencing the lien hereof upon the Mortgaged Property and each instrument of further assurance, to be filed, registered and/or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and to fully protect the lien hereof upon, and the interest of the Mortgagee in, the Mortgaged Property. (b) The Mortgagor shall pay all filing, registration or recording fees, and all expenses incident to the execution and acknowledgment of this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Mortgaged Property, and any instrument of further assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges (other than the Mortgagee's franchise or income taxes) arising out of or in connection with the execution and delivery of the Loan Agreement, the Notes, this Mortgage or any mortgage supplemental hereto, any security instrument with respect to the Mortgaged Property or any instrument of further assurance. Section 1.4. The Mortgagor shall punctually pay the principal and interest and all other sums to become due in respect of the Notes at the time and place and in the manner specified in the Loan Agreement, and all amounts due under the Loan Agreement, according to the true intent and meaning thereof, all in any coin or currency of the United States of America that at the time of such payment shall be legal tender for the payment of public and private debts and all such principal and interest due in respect of the Loan Agreement and the Notes is hereby deemed an obligation due under and secured by this Mortgage. Section 1.5. Mortgagor represents and warrants that Mortgagor shall, so long as it is owner of the Mortgaged Property or any part thereof, do all things necessary to preserve and keep in full force and effect its existence, franchises, rights and privileges as a corporation under the laws of the State of Delaware and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental authority or court applicable to the Mortgagor or to the Mortgaged Property or any part thereof. Section 1.6. All right, title and interest of the Mortgagor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Mortgaged Property hereafter acquired by, or released to, the Mortgagor, or constructed, assembled or placed by the Mortgagor on the Premises or any part thereof, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by the Mortgagor or Mortgagee, shall become subject to the lien of this Mortgage as fully and completely, and with the same effect, as though now owned by the Mortgagor and specifically described in the granting clause hereof, but at any and all times the Mortgagor shall execute and deliver to the Mortgagee any and all such further assurances, mortgages, conveyances or assignments thereof as the Mortgagee may reasonably require for the purpose of expressly and specifically subjecting the same to the lien of this Mortgage. (a) The Mortgagor, from time to time when the same shall become due and payable, shall pay and discharge all taxes of every kind and nature, all general and special assessments, levies, permits, inspection and license fees, all water and sewer rents and charges, and all other public charges whether of a like or different nature, imposed upon or assessed against the Mortgaged Property, or any part thereof, or upon the revenue, rents, issues, income and profits of the Mortgaged Property, or any part thereof, or arising in respect of the occupancy, use or possession thereof. In default thereof the Mortgagee may, but shall be under no obligation to, pay the same, and the Mortgagor shall repay the same to the Mortgagee with interest and the same shall be a lien of the Premises secured on this Mortgage. If requested by the Mortgagee, the Mortgagor shall deliver to the Mortgagee receipts evidencing the payment of all such taxes, assessments, levies, fees, rents and other public charges imposed upon or assessed against the Mortgaged Property, or any part thereof, or the revenues, rents, issues, income or profits thereof, promptly upon the payment thereof. The Mortgagor shall deposit with the Mortgagee, at the time of each payment of an installment of interest or principal under the Note, an additional amount sufficient to discharge the obligations under this subsection (a) when they become due. The determination of the amount so payable and of the fractional part thereof to be deposited with the Mortgagee, so that the aggregate of such deposit shall be sufficient for this purpose, shall be made by the Mortgagee in its sole and reasonable