6.1 EDSR 07-20-2015 - Laserfiche WebLink

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who would lease the land and buildings located thereon to Sportech pursuant to a lease of no less than ten(10) years. Notwithstanding the foregoing, prior to the Release Date (as defined below), if Developer sells, conveys, transfers or otherwise disposes of or encumbers any part of its interest in the Mortgaged Property, whether voluntarily, involuntarily or by operation of law, other than in a sale that includes a leaseback to Sportech as previously provided herein, City shall have the option, upon ten (10) days written notice to Developer, to declare the Obligations immediately due and payable if Developer fails to correct such action and/or remove such encumbrance. Section 1.4 Insurance. Developer shall obtain, maintain and keep in full force and effect(and upon request of City shall furnish to City copies of)policies of insurance as described in, and meeting the requirements set forth in, Exhibit C attached hereto, and upon request of City shall furnish to City proof of payment of all premiums for such insurance. At least ten (10) days prior to the termination of any such coverage, Developer shall provide City with evidence satisfactory to City that such coverage will be renewed or replaced upon termination with insurance that complies with the provisions of this Section. Developer, at its sole cost and expense, from time to time when City shall so request, will provide City with evidence, in a form acceptable to City, of the full insurable replacement cost of the Mortgaged Property. All property (including boiler and machinery) and liability insurance policies maintained by Developer pursuant to this Section shall (i) include effective waivers by the insurer of all claims for insurance premiums against City, and (ii) provide that any losses shall be payable notwithstanding (a) any act of negligence by Developer or City, (b) any foreclosure or other proceedings or notice of foreclosure sale relating to the Mortgaged Property, or (c) any release from liability or waiver of subrogation rights granted by the insured. All insurance policies maintained by Developer pursuant to the foregoing provisions shall respond on a primary basis relative to any other insurance carried by City in the event of loss. Insurance terms not otherwise defined herein shall be interpreted consistent with insurance industry usage. Section 1.5 Taxes, Liens and Claims, Utilities. Developer, at least five (5) days before any penalty attaches thereto, shall pay and discharge, or cause to be paid and discharged, all taxes, assessments and governmental charges and levies (collectively "Impositions") imposed upon or against the Mortgaged Property or the Rents, or upon or against the Obligations, or upon or against the interest of City in the Mortgaged Property or the Obligations, except Impositions measured by the income of City. Developer shall provide evidence of such payment at City's request. Developer shall keep the Mortgaged Property free and clear of all liens, encumbrances, easements, covenants, conditions, restrictions and reservations (collectively "Liens") except those listed on Exhibit B attached hereto (the "Permitted Encumbrances"). Developer shall pay or cause to be paid when due all charges or fees for utilities and services supplied to the Mortgaged Property. Notwithstanding anything to the contrary contained in this Section, Developer shall not be required to pay or discharge any Imposition or Lien so long as Developer shall in good faith, and after giving notice to City, contest the same by appropriate legal proceedings. If Developer contests any Imposition or Lien against the Mortgaged Property, Developer shall provide such security to City as City shall reasonably require against loss or impairment of Developer's ownership of or City's lien on the Mortgaged Property and shall in any event pay such Imposition or Lien before loss or impairment occurs. C-4 455958v10 SJS EL185-31