Common use of Matters of Title Clause in Contracts

Matters of Title. (a) The Lessee shall not create or permit to be created ---------------- or exist, and shall promptly remove and discharge, any Lien upon this Lease, the Mill I Property or any other part thereof or interest therein, or upon any Fixed Rent, Additional Rent or other sum paid hereunder, which Lien arises for any reason, including, without limitation, any and all Liens which arise out of the ownership, leasing, use, condition, occupancy, construction, possession, repair or rebuilding of the Mill I Property or any part thereof (including, without limitation, by reason of construction and start-up of the Mill I Improvements) or by reason of labor or materials furnished or claimed to have been furnished to the Lessee or for the Mill I Improvements or any part thereof, but excluding Permitted Encumbrances and Liens created by the Operative Documents. Lessee's obligation to remove any of the above-described Liens arising prior to the termination of this Lease (or arising due to circumstances occurring prior to the termination of this Lease) shall survive the termination of this Lease. Nothing contained in this Lease shall be considered as constituting the consent or request of the Lessor, express or implied, to or for the performance by any contractor, laborer, materialman or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the Mill I Property or any part thereof. NOTICE IS HEREBY GIVEN THAT THE LESSOR IS NOT AND SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO THE LESSEE, OR TO ANYONE HOLDING OR POSSESSING THE MILL I PROPERTY OR ANY PART THEREOF THROUGH OR UNDER THE LESSEE, AND THAT NO MECHANIC'S OR OTHER SIMILAR STATUTORY LIENS FOR ANY LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE LESSOR'S INTEREST OR ESTATE IN THE MILL I PROPERTY OR ANY PART THEREOF. (b) The Lessee hereby acknowledges that this Lease shall at all times be subject and subordinate to the Mill I Mortgage. However, so long as no Event of Default under this Lease shall have occurred and be continuing, in the event of a Lessor Event of Default (as defined in the Interparty Agreement), the Collateral Agent will not (i) take any action to disturb the Lessee's possession and occupancy of the Mill I Property nor to diminish or interfere with any of the Lessee's rights and priveleges under this Lease, and/or (ii) join the Lessee as a party defendant in any action or proceeding for the purpose of terminating the Lessee's interest and estate under this Lease. (c) The Lessor agrees that the Lessee during the Term shall have the exclusive right (so long as no Default, Event of Default or Major Environmental Event has occurred and is continuing) to secure subdivision approvals, site plan approvals, annexation or de-annexation approvals, zoning variances and Permits necessary or desirable for the development, use, operation, maintenance or condition of the Mill I Property or any part thereof; provided that the fair -------- market value, marketability or use of the Mill I Property is not lessened by any such action. The Lessor agrees to execute such documents and take all other actions as shall be reasonably requested, and otherwise cooperate with the Lessee, in connection with the matters described above; provided, however, that -------- ------- all costs and expenses incurred by the Lessor in connection therewith shall be borne by the Lessee and that the Lessor shall not be required to execute any documents which would, in the reasonable opinion of the Agent or Lessor, adversely affect the value, marketability or use of the Mill I Property or otherwise adversely affect the transactions contemplated by the Operative Documents or the interests of the Lessor, the Equity Investors or the Note Holders.

Matters of Title. (a) The Other than Permitted Encumbrances, the Lessee shall not create or permit to be created ---------------- or exist, and shall promptly remove and discharge, any Lien upon this LeaseLease or any sublease permitted hereby, the Mill I Property (or Lessor's interest therein) or any other part thereof or interest therein, or upon any Fixed Basic Rent, Additional Rent or other sum paid payable hereunder, which Lien arises for any reason, including, without limitation, any and all Liens which arise out of the ownership, leasing, use, condition, occupancy, construction, possession, repair or rebuilding of the Mill I Property or any part thereof (including, without limitation, by reason of construction and start-up of the Mill I ImprovementsModifications) or by reason of labor or materials furnished or claimed to have been furnished to the Lessee or for the Mill I Improvements Property or any part thereof, but excluding Permitted Encumbrances and Liens created by the Operative Documents. Lessee's obligation to remove any of the above-described Liens arising prior to the termination of this Lease . (or arising due to circumstances occurring prior to the termination of this Leaseb) shall survive the termination of this Lease. Nothing contained in this Lease shall be considered as constituting the consent or request of the Lessor, express or implied, to or for the performance by any contractor, laborer, materialman materialman, or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the Mill I Property or any part thereof. NOTICE IS HEREBY GIVEN THAT THE LESSOR IS NOT AND SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO THE LESSEE, OR TO ANYONE HOLDING OR POSSESSING THE MILL I PROPERTY OR ANY PART THEREOF THROUGH OR UNDER THE LESSEE, AND THAT NO MECHANIC'S OR OTHER SIMILAR STATUTORY LIENS FOR ANY LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE LESSOR'S INTEREST OR ESTATE IN THE MILL I PROPERTY OR ANY PART THEREOF. (b) The Lessee hereby acknowledges that this Lease shall at all times be subject and subordinate to the Mill I Mortgage. However, so long as no Event of Default under this Lease shall have occurred and be continuing, in the event of a Lessor Event of Default (as defined in the Interparty Agreement), the Collateral Agent will not (i) take any action to disturb the Lessee's possession and occupancy of the Mill I Property nor to diminish or interfere with any of the Lessee's rights and priveleges under this Lease, and/or (ii) join the Lessee as a party defendant in any action or proceeding for the purpose of terminating the Lessee's interest and estate under this Lease. (c) The Lessor agrees that the Lessee during the Term shall have the exclusive right (so long as no Default, Event of Default or Major Environmental Event has occurred and is continuing) to secure subdivision approvals, site plan approvals, annexation or de-annexation approvals, zoning variances and Permits necessary or desirable for the development, use, operation, maintenance or condition of the Mill I Property or any part thereof; provided that the fair -------- market value, marketability or use of the Mill I Property is not lessened by any such action. The Lessor agrees to execute such documents and take all other actions as shall be reasonably requested, and otherwise cooperate with the Lessee, in connection with the matters described above; provided, however, that -------- ------- all costs and expenses incurred by the Lessor in connection therewith shall be borne by the Lessee and that the Lessor shall not be required to execute any documents which would, in the reasonable opinion of the Agent or Lessor, adversely affect the value, marketability or use of the Mill I Property or otherwise adversely affect the transactions contemplated by the Operative Documents or the interests of the Lessor, the Equity Investors or the Note Holders.SIMILAR

Matters of Title. (a) The Lessee shall not create or permit to ---------------- be created ---------------- or exist, and shall promptly remove and discharge, any Lien upon this Lease, the Mill I II Property or any other part thereof or interest therein, or upon any Fixed Rent, Additional Rent or other sum paid hereunder, which Lien arises for any reason, including, without limitation, any and all Liens which arise out of the ownership, leasing, use, condition, occupancy, construction, possession, repair or rebuilding of the Mill I II Property or any part thereof (including, without limitation, by reason of construction and start-up of the Mill I II Improvements) or by reason of labor or materials furnished or claimed to have been furnished to the Lessee or for the Mill I II Improvements or any part thereof, but excluding Permitted Encumbrances and Liens created by the Operative Documents. Lessee's obligation to remove any of the above-described Liens arising prior to the termination of this Lease (or arising due to circumstances occurring prior to the termination of this Lease) shall survive the termination of this Lease. Nothing contained in this Lease shall be considered as constituting the consent or request of the Lessor, express or implied, to or for the performance by any contractor, laborer, materialman or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the Mill I II Property or any part thereof. NOTICE IS HEREBY GIVEN THAT THE LESSOR IS NOT AND SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO THE LESSEE, OR TO ANYONE HOLDING OR POSSESSING THE MILL I II PROPERTY OR ANY PART THEREOF THROUGH OR UNDER THE LESSEE, AND THAT NO MECHANIC'S OR OTHER SIMILAR STATUTORY LIENS FOR ANY LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE LESSOR'S INTEREST OR ESTATE IN THE MILL I II PROPERTY OR ANY PART THEREOF. (b) The Lessee hereby acknowledges that this Lease shall at all times be subject and subordinate to the Mill I Deed of Trust and the Florida Mortgage. However, so long as no Event of Default under this Lease shall have occurred and be continuing, in the event of a Lessor Event of Default (as defined in the Interparty Agreement), the Collateral Agent will not (i) take any action to disturb the Lessee's possession and occupancy of the Mill I II Property nor to diminish or interfere with any of the Lessee's rights and priveleges under this Lease, and/or (ii) join the Lessee as a party defendant in any action or proceeding for the purpose of terminating the Lessee's interest and estate under this Lease. (c) The Lessor agrees that the Lessee during the Term shall have the exclusive right (so long as no Default, Event of Default or Major Environmental Event has occurred and is continuing) to secure subdivision approvals, site plan approvals, annexation or de-annexation approvals, zoning variances and Permits necessary or desirable for the development, use, operation, maintenance or condition of the Mill I II Property or any part thereof; provided that the fair -------- market value, marketability or use of the Mill I II Property is not lessened by any such action. The Lessor agrees to execute such documents and take all other actions as shall be reasonably requested, and otherwise cooperate with the Lessee, in connection with the matters described above; provided, however, that -------- ------- all costs and expenses incurred by the Lessor in connection therewith shall be borne by the Lessee and that the Lessor shall not be required to execute any documents which would, in the reasonable opinion of the Agent or Lessor, adversely affect the value, marketability or use of the Mill I II Property or otherwise adversely affect the transactions contemplated by the Operative Documents or the interests of the Lessor, the Equity Investors or the Note Holders.

Matters of Title. (a) The Lessee shall not create or permit Issuer is to be created ---------------- or exist, and shall promptly remove and discharge, any Lien upon this Lease, the Mill I Property or any other part thereof or interest therein, or upon any Fixed Rent, Additional Rent or other sum paid hereunder, which Lien arises for any reason, including, without limitation, any and all Liens which arise out of the ownership, leasing, use, condition, occupancy, construction, possession, repair or rebuilding of the Mill I Property or any part thereof (including, without limitation, by reason of construction and start-up of the Mill I Improvements) or by reason of labor or materials furnished or claimed to have been furnished acquire title to the Project from the Lessee or for and lease the Mill I Improvements or any part thereof, but excluding Permitted Encumbrances and Liens created by the Operative DocumentsProject back to Lessee hereunder. Lessee's obligation The Issuer covenants to remove any of the above-described Liens arising prior take all acts necessary to defend its title to the termination of this Lease (or arising due Project and will do no act to circumstances occurring prior to the termination of this Lease) shall survive the termination of this Lease. Nothing contained in this Lease shall be considered as constituting the consent or request of the Lessorimpair such title, express or implied, to or for the performance by any contractor, laborer, materialman or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the Mill I Property or any part thereof. NOTICE IS HEREBY GIVEN THAT THE LESSOR IS NOT AND SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO THE LESSEE, OR TO ANYONE HOLDING OR POSSESSING THE MILL I PROPERTY OR ANY PART THEREOF THROUGH OR UNDER THE LESSEE, AND THAT NO MECHANIC'S OR OTHER SIMILAR STATUTORY LIENS FOR ANY LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE LESSOR'S INTEREST OR ESTATE IN THE MILL I PROPERTY OR ANY PART THEREOF. (b) The Lessee hereby acknowledges that this Lease shall at all times be subject and subordinate to the Mill I Mortgage. However, so long as no Event of Default under this Lease shall have occurred and be continuing, in the event of a Lessor Event of Default (as defined in the Interparty Agreement), the Collateral Agent will not (i) take any action to disturb the Lessee's possession and occupancy of the Mill I Property nor to diminish or interfere with any of the Lessee's rights and priveleges under this Lease, and/or (ii) join the Lessee as a party defendant in any action or proceeding for the purpose of terminating the Lessee's interest and estate under this Lease. (c) The Lessor agrees that the Lessee during the Term shall have the exclusive right (so long as no Default, Event of Default or Major Environmental Event has occurred and is continuing) to secure subdivision approvals, site plan approvals, annexation or de-annexation approvals, zoning variances and Permits necessary or desirable for the development, use, operation, maintenance or condition of the Mill I Property or any part thereof; provided that the fair -------- market value, marketability or use of the Mill I Property such action is not lessened by any such action. The Lessor agrees to execute such documents and take all other actions as shall be reasonably requested, and otherwise cooperate with the Lessee, in connection with the matters described above; provided, however, that -------- ------- all costs and expenses incurred by the Lessor in connection therewith shall be borne approved by the Lessee and that the Lessor cost of such action is paid for in advance by the Lessee, or the Issuer is indemnified for such costs by the Lessee to the Issuer's satisfaction. Except as provided herein, the Issuer shall not be required to execute not: (1) directly, indirectly, or beneficially sell, convey, or otherwise dispose of any documents which would, part of its interest in the reasonable opinion Project, (2) permit any part of the Agent Project to become subject to any lien, claim of title, encumbrance, security interest, conditional sale contract, title retention arrangement, finance lease, or Lessorother charge of any kind, adversely affect without the value, marketability or use written consent of the Mill I Property Bank, the Lessee and the Holder, and (3) assign, transfer, or otherwise adversely affect hypothecate (other than pursuant to the transactions Bond Resolution and the Security Document) any payment of rent (or analogous payment) then due or to accrue in the future under any lease of the Project, except that if the laws of the State at the time shall permit, nothing contained in this Section shall prevent the consolidation of the Issuer with, or merger of the Issuer into, or transfer of the Project as an entirety to, any public body of the State whose property and income are not subject to taxation and which has authority to carry on the business of owning and leasing the Project, provided, that upon any such consolidation, merger, or transfer, the surviving or transferee entity shall have assumed in writing or by operation of law all obligations of the Issuer hereunder and all the obligations of the Issuer in favor of the Trustee, the Remarketing Agent, the Lessee, and the Bank under all other documents relating to the Bonds. Notwithstanding the foregoing, the Issuer may pledge the Project, the Basic Rent, and this Agreement to the Trustee to secure the Bonds and to secure the repayments of obligations of the Lessee under the Credit Agreement, and may participate in the sale of the Project or part thereof under threat of a taking by eminent domain or a sale or conveyance contemplated by the Operative Documents or the interests any other provision of the Lessor, the Equity Investors or the Note Holdersthis Agreement.