Exhibit 10.32
AMENDED AND RESTATED MORTGAGE
DEED, SECURITY AGREEMENT, FIXTURE FILING, FINANCING STATEMENT
AND ASSIGNMENT OF LEASES AND RENTS
THIS AMENDED AND
RESTATED MORTGAGE DEED, SECURITY AGREEMENT, FIXTURE FILING,
FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS (this
“Mortgage”) is executed as of November 15, 2006, by
TRADEPORT DEVELOPMENT II, LLC, a Connecticut limited liability
company (“Mortgagor”), in favor of, and for the use and
benefit of, FIRST SUNAMERICA LIFE INSURANCE COMPANY, a New York
corporation (“Mortgagee”).
Recitals
A. On
or about July 6, 2005, Mortgagee made a loan to Mortgagor in the
original principal amount of $12,700,000.00 (the “Original
Loan”).
B. The
Original Loan is evidenced by a Promissory Note dated July 6, 2005
(the “Original Note”), in the original principal amount
of the Original Loan executed by Mortgagor for the benefit of
Mortgagee, and is secured by, among other things, a Mortgage Deed,
Security Agreement, Fixture Filing, Financing Statement and
Assignment of Leases and Rents (the “Original
Mortgage”) dated as of July 6, 2005, executed by Mortgagor
for the benefit of Mortgagee encumbering the real property and
improvements thereon and other property more particular described
in the Original Mortgage. The Original Mortgage was recorded
on July 7, 2005, in Volume 1508 at Page 433, in the real property
records of the Town of Windsor, Connecticut.
C. The
Original Note, the Original Mortgage, and each other document
executed by Mortgagor evidencing or securing the Original Loan, are
referred to herein, collectively, as the “Original Loan
Documents.”
D.
Contemporaneously herewith, Mortgagee is making an additional
advance to Mortgagor in the amount of $8,500,000.00 (the
“Additional Advance”).
E. Mortgagee
and Mortgagor have agreed and do hereby agree to consolidate the
Original Loan and the Additional Advance and to amend and restate
in their entirety the Original Loan Documents and the Original
Note, as reflected in the Loan Documents (as hereinafter
defined).
F. Mortgagor
and Mortgagee acknowledge that:
(i) the
outstanding principal balance of the Original Loan is
$12,483,087.99 as of the date of this Mortgage; and
(ii) Mortgagee is
advancing the Additional Advance to Mortgagor.
ARTICLE 1
PARTIES, PROPERTY, AND DEFINITIONS
The following terms and references
shall have the meanings indicated:
1.1
Agreement Concerning Master Lease: The Agreement Concerning Master Lease
dated as of July 6, 2005, by and between Mortgagor, Mortgagee, and
Guarantor.
1.2
Application: As
defined in Section 9.20 .
1.3
Chattels: All
goods, fixtures, inventory, equipment, building and other
materials, supplies, and other tangible personal property of every
nature, to the extent now owned or hereafter acquired by Mortgagor
and used or intended for use in the construction, development, or
operation of the Property, together with all accessions thereto,
replacements and substitutions therefor, and proceeds
thereof.
1.4
Controlling Persons: Collectively, (a) Guarantor, (b) any
other party directly or indirectly liable for payment of the
Secured Obligations, whether as maker, endorser, guarantor, surety,
general partner, or otherwise, and (c) any successor to any of the
foregoing. Pursuant to the foregoing, River Bend Associates,
Inc., a Connecticut corporation, is not a Controlling Person as of
the date of this Mortgage. No shareholder, officer, or
director of Guarantor shall be considered a Controlling
Person.
1.5
Default: Any
matter which, with the giving of notice, passage of time, or both,
would constitute an Event of Default.
1.6
Environmental Indemnity Agreement: The Environmental Indemnity Agreement of
even date herewith made by Mortgagor and Guarantor for the benefit
of Mortgagee.
1.7
ERISA: The
Employee Retirement Income Security Act of 1974, as amended,
together with all rules and regulations issued
thereunder.
1.8 Event
of Default: As
defined in Article 6 .
1.9
Guarantor: Griffin
Land & Nurseries, Inc., a Delaware corporation.
1.10 Guaranty
Agreement: The
Guaranty Agreement of even date herewith made by Guarantor for the
benefit of Mortgagee.
1.11 Insurance
Agreement: The
Agreement Concerning Insurance Requirements of even date herewith
executed by Mortgagor for the benefit of Mortgagee.
1.12 Intangible
Personalty: To the
extent now owned or hereafter acquired by Mortgagor, the right to
use all trademarks and trade names and symbols or logos used in
connection therewith, or any modifications or variations thereof,
in connection with the operation of the improvements existing or to
be constructed on the Property, together with all accounts, deposit
accounts, letter of credit rights, investment property, monies in
the possession of
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Mortgagee (including without
limitation proceeds from insurance, retainages and deposits for
taxes and insurance), Permits, contract rights (including, without
limitation, rights to receive insurance proceeds) and general
intangibles (whether now owned or hereafter acquired, and including
proceeds thereof) relating to or arising from Mortgagor’s
ownership, use, operation, leasing, or sale of all or any part of
the Property, specifically including but in no way limited to any
right which Mortgagor may have or acquire to transfer any
development rights from the Property to other real property, and
any development rights which may be so transferred.
1.13 Lease
Certificate: The
certificate of even date herewith made by Mortgagor to Mortgagee
concerning Leases.
1.14
Leases: Any and
all leases, subleases and other agreements under the terms of which
any person other than Mortgagor has or acquires any right to occupy
or use the Property, or any part thereof.
1.15 Loan:
The loan from Mortgagee to
Mortgagor evidenced by the Note.
1.16 Loan
Documents: The
Note, all of the deeds of trust, mortgages and other instruments
and documents securing or executed and delivered in connection with
the Note, including this Mortgage; the Insurance Agreement; the
Environmental Indemnity Agreement; the Guaranty Agreement; the
Lease Certificate; Agreement Concerning Master Lease; Tenant
Improvements and Leasing Commissions Escrow Agreement; and each
other document executed or delivered in connection with the
transaction pursuant to which the Note has been executed and
delivered. The term “Loan Documents” also
includes all modifications, extensions, renewals, and replacements
of each document referred to above.
1.17
Mortgagee: The
Mortgagee named in the introductory paragraph of this Mortgage,
whose legal address is c/o AIG Global Investment Corp., 1
SunAmerica Center, 38 th Floor, Century City, Los Angeles,
California 90067-6022, together with any future holder of the
Note.
1.18
Mortgagor: The
Mortgagor named in the introductory paragraph of this Mortgage
(Organizational I.D. No. 0814512), whose legal address is 204 West
Newberry Road, Bloomfield, Connecticut 06002-1308, together with
any future owner of the Property or any part thereof or interest
therein.
1.19 Note:
Mortgagor’s, Amended
and Restated Promissory Note of even date herewith, payable to the
order of Mortgagee in the principal face amount of $20,983,087.99,
the last payment under which is due on August 1, 2015, or, if
extended by Mortgagee pursuant to its terms, August 1, 2020, unless
such due date is accelerated, together with all renewals,
extensions and modifications of such promissory note. All
terms and provisions of the Note are incorporated by this reference
in this Mortgage.
1.20
Permits: All
permits, licenses, certificates and authorizations necessary for
the beneficial development, ownership, use, occupancy, operation
and maintenance of the Property.
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1.21 Permitted
Exceptions: The
matters (excluding matters of survey) set forth in Schedule B-I of
the title insurance policy insuring the lien created by this
Mortgage, in form and substance satisfactory to, and accepted by,
Mortgagee, that Mortgagor has caused to be delivered to Mortgagee
in connection with the Loan.
1.22
Property: The
tract or tracts of land described in Exhibit A attached,
together with the following:
(a) All buildings,
structures, and improvements now or hereafter located on such tract
or tracts, as well as all rights-of-way, easements, and other
appurtenances thereto;
(b) All of
Mortgagor’s right, title, and interest in and to any land
lying between the boundaries of such tract or tracts and the center
line of any adjacent street, road, avenue, or alley, whether opened
or proposed;
(c) All of the rents,
income, receipts, revenues, issues and profits of and from such
tract or tracts and improvements;
(d) To the extent now
owned or hereafter acquired by Mortgagor, all (i) water and water
rights (whether decreed or undecreed, tributary, nontributary or
not nontributary, surface or underground, or appropriated or
unappropriated); (ii) ditches and ditch rights; (iii) spring and
spring rights; (iv) reservoir and reservoir rights; and (v) shares
of stock in water, ditch and canal companies and all other evidence
of such rights, and which are appurtenant to or which have been
used in connection with such tract or tracts or
improvements;
(e) Any minerals, crops,
timber, trees, shrubs, flowers, and landscaping features now or
hereafter located on, under or above such tract or
tracts;
(f) Subject to the
rights of any utility or public service provider, all machinery,
apparatus, equipment, fittings, fixtures (whether actually or
constructively attached, and including all trade, domestic, and
ornamental fixtures) now or hereafter located in, upon, or under
such tract or tracts or improvements and used or usable in
connection with any present or future operation thereof, including
but not limited to all heating, air-conditioning, freezing,
lighting, laundry, incinerating and power equipment; engines;
pipes; pumps; tanks; motors; conduits; switchboards; plumbing,
lifting, cleaning, fire prevention, fire extinguishing,
refrigerating, ventilating, cooking, and communications apparatus;
boilers, water heaters, ranges, furnaces, and burners; appliances;
vacuum cleaning systems; elevators; escalators; shades; awnings;
screens; storm doors and windows; stoves; refrigerators; attached
cabinets; partitions; ducts and compressors; rugs and carpets;
draperies; and all additions thereto and replacements therefor,
except any such items owned by tenants under Leases or leased by
such tenants from any entity other than Mortgagor;
(g) Any development
rights associated with such tract or tracts, whether previously or
subsequently transferred to such tract or tracts from other real
property or now or hereafter susceptible of transfer from such
tract or tracts to other real property;
(h) Subject to the
rights of tenants under Leases, any awards and payments, including
interest thereon, resulting from the exercise of any right of
eminent domain
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or any other public or private
taking of, injury to, or decrease in the value of, any of such
property; and
(i) Any other and
greater rights and interests of every nature in such tract or
tracts and in the possession or use thereof and income therefrom,
to the extent now owned or subsequently acquired by
Mortgagor.
1.23 Secured
Obligations: The
principal sum of $20,983,087.99 and all other present and future
obligations of Mortgagor to Mortgagee evidenced by or contained in
the Note, the Environmental Indemnity Agreement, this Mortgage and
all other Loan Documents, whether stated in the form of promises,
covenants, representations, warranties, conditions, or prohibitions
or in any other form. If the maturity of the Note secured by
this Mortgage is accelerated, the Secured Obligations shall include
an amount equal to any prepayment premium which would be payable
under the terms of the Note as if the Note were prepaid in full on
the date of the acceleration. If under the terms of the Note
no voluntary prepayment would be permissible on the date of such
acceleration, then the prepayment fee or premium to be included in
the Secured Obligations shall be equal to one hundred fifty percent
(150%) of the highest prepayment fee or premium set forth in the
Note, calculated as of the date of such acceleration, as if
prepayment were permitted on such date.
1.24
State: The State
in which the Property is located.
1.25 Tenant
Improvements and Leasing Commissions Escrow Agreement:
The Tenant Improvements and
Leasing Commissions Escrow Agreement dated as of July 6, 2005 by
and between Mortgagor, Mortgagee, and the “Escrow
Agent” named therein.
ARTICLE 2
GRANTING CLAUSE
2.1 Grant
to Mortgagee. As
security for the Secured Obligations, Mortgagor hereby gives,
grants, bargains, sells, conveys, mortgages, assigns, confirms and
warrants unto Mortgagee the entire right, title, interest and
estate of Mortgagor in and to the Property, whether now owned or
hereafter acquired; TO HAVE AND TO HOLD the same, together with all
and singular the rights, hereditaments, and appurtenances in
anywise appertaining or belonging thereto, unto Mortgagee and
Mortgagee’s successors, substitutes and assigns forever, to
its and their own proper use and behoof.
2.2
Security Interest to Mortgagee. As additional security for the Secured
Obligations, Mortgagor hereby grants to Mortgagee a security
interest in the Property, Chattels and Intangible Personalty.
To the extent any of the Property, Chattels or the Intangible
Personalty may be or have been acquired with funds advanced by
Mortgagee under the Loan Documents, this security interest is a
purchase money security interest. This Mortgage constitutes a
Security Agreement under the Uniform Commercial Code of the state
in which the Property is located (the “Code”) with
respect to any part of the Property, Chattels and Intangible
Personalty that may or might now or hereafter be or be deemed to be
personal property, fixtures or property other than real estate (all
collectively hereinafter called “Collateral”); all of
the terms, provisions, conditions and agreements contained in this
Mortgage pertain and apply to the
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Collateral as fully and to the same
extent as to any other property comprising the Property, and the
following provisions of this Section shall not limit the generality
or applicability of any other provisions of this Mortgage but shall
be in addition thereto:
(a) The Collateral shall
be used by Mortgagor solely for business purposes, and all
Collateral (other than the Intangible Personalty) shall be
installed upon the real estate comprising part of the Property for
Mortgagor’s own use or as the equipment and furnishings
furnished by Mortgagor, as landlord, to tenants of the
Property;
(b) Subject to
Section 5.7 below, the Collateral (other than the Intangible
Personalty) shall be kept at the real estate comprising a part of
the Property, and shall not be removed therefrom without the
consent of Mortgagee (being the Secured Party as that term is used
in the Code); and the Collateral (other than the Intangible
Personalty) may be affixed to such real estate but shall not be
affixed to any other real estate;
(c) No financing
statement covering any of the Collateral or any proceeds thereof is
on file in any public office; and Mortgagor will, at its cost and
expense, upon demand, furnish to Mortgagee such further information
and will execute and deliver to Mortgagee such financing statements
and other documents in form satisfactory to Mortgagee and will do
all such acts and things as Mortgagee may at any time or from time
to time reasonably request or as may be necessary or appropriate to
establish and maintain a perfected first-priority security interest
in the Collateral as security for the Secured Obligations, subject
to no adverse liens or encumbrances; and Mortgagor will pay the
cost of filing the same or filing or recording such financing
statements or other documents and this instrument in all public
offices wherever filing or recording is deemed by Mortgagee to be
necessary or desirable;
(d) The terms and
provisions contained in this Section and in Section 7.6 of
this Mortgage shall, unless the context otherwise requires, have
the meanings and be construed as provided in the Code;
and
(e) This Mortgage
constitutes a financing statement under the Code with respect to
the Collateral. As such, this Mortgage covers all items of
the Collateral that are or are to become fixtures. The filing
of this Mortgage in the real estate records of Windsor,
Connecticut, where the Property is located shall constitute a
fixture filing in accordance with the Code. Information
concerning the security interests created hereby may be obtained at
the addresses set forth in Article 1 of this Mortgage.
Mortgagor is the “Debtor” and Mortgagee is the
“Secured Party” (as those terms are defined and used in
the Code) insofar as this Mortgage constitutes a financing
statement.
THE CONDITION OF THIS DEED IS SUCH
THAT Mortgagor is indebted to Mortgagee in the principal sum of
TWENTY MILLION NINE HUNDRED EIGHTY—THREE THOUSAND EIGHTY
SEVEN and 99/100THS DOLLARS, as evidenced by the Note and is
indebted for the other Secured Obligations, and Mortgagor further
covenants and agrees as follows:
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ARTICLE 3
MORTGAGOR’S REPRESENTATIONS AND WARRANTIES
3.1
Warranty of Title.
Mortgagor represents and warrants to Mortgagee that:
(a) Mortgagor has good
and marketable fee simple title to the Property, and such fee
simple title is free and clear of all liens, encumbrances, security
interests and other claims whatsoever, subject only to the
Permitted Exceptions;
(b) Mortgagor is the
sole and absolute owner of the Chattels and the Intangible
Personalty, free and clear of all liens, encumbrances, security
interests and other claims whatsoever, subject only to the
Permitted Exceptions;
(c) This Mortgage is a
valid and enforceable first lien and security interest on the
Property, Chattels and Intangible Personalty, subject only to the
Permitted Exceptions;
(d) Mortgagor, for
itself and its successors and assigns, hereby agrees to warrant and
forever defend, all and singular of the property and property
interests granted and conveyed pursuant to this Mortgage, against
every person whomsoever lawfully claiming, or to claim, the same or
any part thereof; and
The representations, warranties and
covenants contained in this Section shall survive foreclosure of
this Mortgage, and shall inure to the benefit of and be enforceable
by any person who may acquire title to the Property, the Chattels,
or the Intangible Personalty pursuant to any such
foreclosure.
3.2 Due
Authorization. If
Mortgagor is other than a natural person, then each individual who
executes this document on behalf of Mortgagor represents and
warrants to Mortgagee that such execution has been duly authorized
by all necessary corporate, partnership, limited liability company
or other action on the part of Mortgagor. Mortgagor
represents that Mortgagor has obtained all consents and approvals
required in connection with the execution, delivery and performance
of this Mortgage;
3.3 Other
Representations and Warranties. Mortgagor represents and warrants to
Mortgagee as follows:
(a) Mortgagor is a
limited liability company, duly organized, validly existing and in
good standing under the laws of the State of Connecticut. The
sole Controlling Person of Mortgagor is Guarantor. Guarantor
is a corporation, duly organized, validly existing and in good
standing under the laws of the State of Delaware;
(b) The execution,
delivery and performance by Mortgagor of the Loan Documents are
within Mortgagor’s power and authority and have been duly
authorized by all necessary action;
(c) This Mortgage is,
and each other Loan Document to which Mortgagor or Guarantor is a
party will, when delivered hereunder, be valid and binding
obligations of Mortgagor and Guarantor enforceable against
Mortgagor and Guarantor in accordance with their
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respective terms, except as limited
by equitable principles and bankruptcy, insolvency and similar laws
affecting creditors’ rights;
(d) The execution,
delivery and performance by Mortgagor and Guarantor of the Loan
Documents will not contravene any contractual or other restriction
binding on or affecting Mortgagor or any Controlling Person and
will not result in or require the creation of any lien, security
interest, other charge or encumbrance (other than pursuant hereto)
upon or with respect to any of its properties;
(e) The execution,
delivery and performance by Mortgagor and Guarantor of the Loan
Documents does not contravene any applicable law;
(f) No
authorization, approval, consent or other action by, and no notice
to or filing with, any court, governmental authority or regulatory
body is required for the due execution, delivery and performance by
Mortgagor and Guarantor of any of the Loan Documents or the
effectiveness of any assignment of any of Mortgagor’s rights
and interests of any kind to Mortgagee;
(g) No part of the
Property, Chattels, or Intangible Personalty is in the hands of a
receiver, no application for a receiver is pending with respect to
any portion of the Property, Chattels, or Intangible Personalty,
and no part of the Property, Chattels, or Intangible Personalty is
subject to any foreclosure or similar proceeding;
(h) Neither Mortgagor
nor any Controlling Person has made any assignment for the benefit
of creditors, nor has Mortgagor or any Controlling Person filed, or
had filed against it, any petition in bankruptcy;
(i) There is no
pending or, to the best of Mortgagor’s knowledge, threatened,
litigation, action, proceeding or investigation, including, without
limitation, any condemnation proceeding, against Mortgagor or the
Property before any court, governmental or quasi-governmental,
arbitrator or other authority, and no such action against any
Controlling Person which could have a material adverse effect on
its financial condition;
(j) Mortgagor is a
“non-foreign person” within the meaning of Sections
1445 and 7701 of the United States Internal Revenue Code of 1986,
as amended, and the regulations issued thereunder;
(k) Access to and egress
from the Property are available and provided by public streets, and
Mortgagor has no knowledge of any federal, state, county, municipal
or other governmental plans to change the highway or road system in
the vicinity of the Property or to restrict or change access from
any such highway or road to the Property which would adversely
affect the Property, access to the Property or the operation of the
Property as it is currently being used;
(l) All public
utility services necessary for the operation of all improvements
constituting part of the Property for their intended purposes are
available at the boundaries of the land constituting part of the
Property, including water supply, storm and sanitary sewer
facilities, and natural gas, electric and telephone
facilities;
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(m) The Property is located in
a zoning district designated I-1 (Industrial Zone), by the Town of
Windsor, Connecticut. Such designation permits the
development, use and operation of the Property as it is currently
operated as a permitted, and not as a non-conforming use.
Mortgagor’s use of the Property and the uses of the Property
permitted to tenants under Leases comply in all respects with all
zoning ordinances, regulations, requirements, conditions and
restrictions, including but not limited to deed restrictions and
restrictive covenants, applicable to the Property;
(n) There are no special
or other assessments for public improvements or otherwise now
affecting the Property, nor does Mortgagor know of any pending or
threatened special assessments affecting the Property or any
contemplated improvements affecting the Property that may result in
special assessments. There are no tax abatements or
exceptions affecting the Property;
(o) Mortgagor and each
Controlling Person has filed all tax returns it is required to have
filed, and has paid all taxes as shown on such returns or on any
assessment received pertaining to the Property;
(p) Mortgagor has not
received any notice from any governmental body having jurisdiction
over the Property as to any violation of any applicable law, or any
notice from any insurance company or inspection or rating bureau
setting forth any requirements as a condition to the continuation
of any insurance coverage on or with respect to the Property or the
continuation thereof at premium rates existing at present which
have not been remedied or satisfied;
(q) Neither Mortgagor
nor any Controlling Person is in default, in any manner which would
adversely affect its properties, assets, operations or condition
(financial or otherwise), in the performance, observance or
fulfillment of any of the obligations, covenants or conditions set
forth in any agreement or instrument to which it is a party or by
which it or any of its properties, assets or revenues are
bound;
(r) Except as set
forth in the Lease Certificate, there are no occupancy rights
(written or oral), Leases or tenancies (other than subleases)
presently affecting any part of the Property. To
Mortgagor’s knowledge, there are no subleases presently
affecting any part of the Property. The Lease Certificate
contains a true and correct description of all Leases presently
affecting the Property (other than subleases). No written or
oral agreements or understandings exist between Mortgagor and the
tenants under the Leases described in the Lease Certificate that
grant such tenants any rights greater than those described in the
Lease Certificate or that are in any way inconsistent with the
rights described in the Lease Certificate;
(s) There are no
purchase options, purchase contracts or other similar agreements of
any type (written or oral) presently affecting any part of the
Property;
(t) There exists
no brokerage agreement with respect to any part of the Property,
except as otherwise disclosed to Mortgagee in writing;
(u) Except as otherwise
disclosed to Mortgagee in writing prior to the date hereof, (i)
there are no contracts presently affecting the Property
(“Contracts”) having a term in
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excess of one hundred eighty (180)
days or not terminable by Mortgagor (without penalty) on thirty
(30) days’ notice; (ii) Mortgagor has heretofore delivered to
Mortgagee true and correct copies of each of the Contracts together
with all amendments thereto; (iii) Mortgagor is not in default of
any obligations under any of the Contracts; and (iv) the Contracts
represent the complete agreement between Mortgagor and such other
parties as to the services to be performed or materials to be
provided thereunder and the compensation to be paid for such
services or materials, as applicable, and except as otherwise
disclosed herein, such other parties possess no unsatisfied claims
against Mortgagor. Mortgagor is not in default under any of
the Contracts and no event has occurred which, with the passing of
time or the giving of notice, or both, would constitute a default
under any of the Contracts;
(v) Mortgagor has
obtained all Permits required to be obtained by Mortgagor for the
operation, use, ownership, development, occupancy and maintenance
of the Property as an industrial distribution center, as it is
currently being operated. None of the Permits has been
suspended or revoked, and all of the Permits are in full force and
effect, are fully paid for, and Mortgagor has made or will make
application for renewals of any of the Permits prior to the
expiration thereof;
(w) All insurance policies
held by Mortgagor relating to or affecting the Property are in full
force and effect, and Mortgagor shall keep the property fully
insured as required hereunder until all Secured Obligations are
satisfied. Mortgagor has not received any notice of default
or notice terminating or threatening to terminate any such
insurance policies. Mortgagor has made or will make
application for renewals of any of such insurance policies prior to
the expiration thereof;
(x) Mortgagor
currently complies with ERISA. Neither the making of the Loan
and secured by this Mortgage nor the exercise by Mortgagee of any
of its rights under the Loan Documents constitutes or will
constitute a non-exempt, prohibited transaction under ERISA;
and
(y) Mortgagor’s
exact legal name is correctly set out in the introductory paragraph
of this Mortgage. Mortgagor’s organizational
identification number is correctly set forth in the definition of
“Mortgagor” set forth in Article 1 hereof.
Mortgagor’s location (as such term is used in Section
5.8 hereof) is the State of Connecticut.
(z) To the best of
Mortgagor’s knowledge, (i) no part of the Property has, at
any time during the period of three (3) years immediately preceding
the date hereof, been included in the “property
description” of any real estate contiguous with the Property
(within the meaning of §22a–452a(c) of the Connecticut
General Statutes), (ii) no part of the Property is or has been an
“establishment” or a “service station”
under §22a–134 – et seq. – of the
Connecticut General Statutes, and (iii) except as disclosed on the
Environmental Assessment (as defined in the Environmental Indemnity
Agreement), no part of the Property contains or has ever contained
any underground storage tanks or facilities (as such terms are
defined in §22a–449(d) – and
§22a-449(d)–101 of the Regulations of the State of
Connecticut.
3.4
Continuing Effect.
Mortgagor shall be liable to Mortgagee for any damage suffered by
Mortgagee if any of the foregoing representations are inaccurate as
of the date
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