|
costs and expenses incurred by City in connection with the preparation, execution, recording,
<br />filing and refiling of any such documents, including attorneys' fees and title insurance costs.
<br />Section 1.3 Sale, Transfer_, Encumbrance. City acknowledges that Developer intends
<br />to sell the Mortgaged Property to a third -party before the maturity of the Purchase Price Note,
<br />who would lease the land and buildings located thereon to Sportech pursuant to a lease of no less
<br />than ten (10) years. Notwithstanding the foregoing, prior to the Release Date (as defined below),
<br />if Developer sells, conveys, transfers or otherwise disposes of or encumbers any part of its
<br />interest in the Mortgaged Property, whether voluntarily, involuntarily or by operation of law,
<br />other than in a sale that includes a leaseback to Sportech as previously provided herein, City
<br />shall have the option, upon ten (10) days written notice to Developer, to declare the Obligations
<br />immediately due and payable if Developer fails to correct such action and/or remove such
<br />encumbrance.
<br />Section 1.4 Insurance. Developer shall obtain, maintain and keep in full force and
<br />effect (and upon request of City shall furnish to City copies of) policies of insurance as described
<br />in, and meeting the requirements set forth in, Exhibit C attached hereto, and upon request of
<br />City shall furnish to City proof of payment of all premiums for such insurance. At least ten (10)
<br />days prior to the termination of any such coverage, Developer shall provide City with evidence
<br />satisfactory to City that such coverage will be renewed or replaced upon termination with
<br />insurance that complies with the provisions of this Section. Developer, at its sole cost and
<br />expense, from time to time when City shall so request, will provide City with evidence, in a form
<br />acceptable to City, of the full insurable replacement cost of the Mortgaged Property. All
<br />property (including boiler and machinery) and liability insurance policies maintained by
<br />Developer pursuant to this Section shall (i) include effective waivers by the insurer of all claims
<br />for insurance premiums against City, and (ii) provide that any losses shall be payable
<br />notwithstanding (a) any act of negligence by Developer or City, (b) any foreclosure or other
<br />proceedings or notice of foreclosure sale relating to the Mortgaged Property, or (c) any release
<br />from liability or waiver of subrogation rights granted by the insured. All insurance policies
<br />maintained by Developer pursuant to the foregoing provisions shall respond on a primary basis
<br />relative to any other insurance carried by City in the event of loss. Insurance terms not otherwise
<br />defined herein shall be interpreted consistent with insurance industry usage.
<br />Section 1.5 Taxes, Liens and Claims, Utilities. Developer, at least five (5) days before
<br />any penalty attaches thereto, shall pay and discharge, or cause to be paid and discharged, all
<br />taxes, assessments and governmental charges and levies (collectively "Impositions") imposed
<br />upon or against the Mortgaged Property or the Rents, or upon or against the Obligations, or upon
<br />or against the interest of City in the Mortgaged Property or the Obligations, except Impositions
<br />measured by the income of City. Developer shall provide evidence of such payment at City's
<br />request. Developer shall keep the Mortgaged Property free and clear of all liens, encumbrances,
<br />easements, covenants, conditions, restrictions and reservations (collectively "Liens") except
<br />those listed on Exhibit B attached hereto (the "Permitted Encumbrances"). Developer shall pay
<br />or cause to be paid when due all charges or fees for utilities and services supplied to the
<br />Mortgaged Property. Notwithstanding anything to the contrary contained in this Section,
<br />Developer shall not be required to pay or discharge any Imposition or Lien so long as Developer
<br />shall in good faith, and after giving notice to City, contest the same by appropriate legal
<br />proceedings. If Developer contests any Imposition or Lien against the Mortgaged Property,
<br />4
<br />467184v I CBR ELI 85-3 l
<br />
|