|
201203748
<br />Without the prior written consent of Beneficiary, there shall be no extraction, removal or
<br />production of any sand and gravel from the surface or subsurface of the Land regardless of the
<br />depth thereof or the method of mining or extraction thereof. Grantor will cause all debts and
<br />liabilities of any character (including without limitation all debts and liabilities for labor, material
<br />and equipment and all debts and charges for utilities servicing the Mortgaged Property) incurred
<br />in the construction, maintenance, operation and development of the Mortgaged Property to be
<br />promptly paid.
<br />(k) Status of Grantor; Suits and Claims; Credit Documents. If Grantor is a
<br />corporation, partnership, or other legal entity, Grantor is and will continue to be (i) duly
<br />organized, validly existing and in good standing under the laws of its state of organization, (ii)
<br />authorized to do business in, and in good standing in, each state in which the Mortgaged Property
<br />is located, and (iii) possessed of all requisite power and authority to carry on its business and to
<br />own and operate the Mortgaged Property. Each Credit Document executed by Grantor has been
<br />duly authorized, executed and delivered by Grantor, and the obligations thereunder and the
<br />performance thereof by Grantor in accordance with their terms are and will continue to be within
<br />Grantor's power and authority (without the necessity of joinder or consent of any other person),
<br />are not and will not be in contravention of any Legal Requirement to which Grantor or the
<br />Mortgaged Property is subject, and do not and will not result in the creation of any encumbrance
<br />against any assets or properties of Grantor, or any other person liable, directly or indirectly, for
<br />any on the Obligations, except Permitted Encumbrances or as otherwise expressly contemplated
<br />by the Credit Documents. There is no suit, action claim, investigation, inquiry, proceeding or
<br />demand pending (or, to Grantor's knowledge, threatened) which affects the Mortgaged Property
<br />(including, without limitation, any which challenges or otherwise pertains to Grantor's title to the
<br />Mortgaged Properly) or the validity, enforceability or priority of any of the Credit Documents.
<br />There is no judicial or administrative action, suit or proceeding pending (or, to Grantor's
<br />knowledge, threatened) against Grantor, or against any other person liable directly or indirectly
<br />for the Obligations, except as disclosed in writing to Beneficiary. The Credit Documents
<br />constitute legal, valid and binding obligations of Grantor (and of each guarantor, if any)
<br />enforceable in accordance with their terms, except as the enforceability thereof may be limited
<br />by Debtor Relief Laws (hereinafter defined) and except as the availability of certain remedies
<br />may be limited by general principles of equity. Grantor is not a "foreign person" within the
<br />meaning of the Internal Revenue Code of 1986, as amended, Section 1445 and Section 7701 (i.e.,
<br />Grantor is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or
<br />foreign estate as those terms are defined therein and in any regulations promulgated thereunder).
<br />Grantor will not cause or permit any change to be made in its name, identity, state of
<br />organization, taxpayer identification number or corporate or partnership structure, unless Grantor
<br />shall have notified Beneficiary of such change prior to the effective date of such change, and
<br />shall have first taken all action required by Beneficiary for the purpose of further perfecting or
<br />protecting the lien and security interest of Beneficiary in the Mortgaged Property. Grantor's
<br />principal place of business and chief executive office, and the place where Grantor keeps its
<br />books and records concerning the Mortgaged Property has been and will continue to be (unless
<br />Grantor notifies Beneficiary of any change in writing prior to the date of such change) the
<br />address of Grantor set forth in Section 6.26.
<br />Bolton Farm - Loan 195618
<br />JM MDA] 1095245 v1
<br />0-0 05/03/2012
<br />Page 11 of 31
<br />
|