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i~ <br />TITLE: LIENS <br />5.1. Title. Title to the Pledged Sites and the Pledged Facilities and <br />any and all additions, repairs,. replacements or modifications thereto will at all <br />times be in the County, subject to the lien of the Deed of Trust and to the Permitted <br />Encumbrances. Simultaneously with the execution and delivery of this Contract, <br />the County will deliver to SunTrust the Deed of Trust in form mutually satisfactory <br />to SunTrust and the County. <br />5.2. No Encumbrance, Mortgage or Pledge of Mortgaged Property. <br />(a) The County will not permit any mechanic's or other lien to be <br />perfected or remain against the Mortgaged Property or any portion thereof; <br />provided that subsequent to the Completion Date, if the County first notifies <br />SunTrust of the County's intention to do so, the County may in good faith contest <br />any mechanic's or other lien filed or perfected against the Mortgaged Property or <br />any portion thereof. In such event the County may permit the items so contested to <br />remain undischarged and unsatisfied during the period of such contest and any <br />appeal therefrom unless SunTrust notifies the County that, in the opinion of <br />Independent Counsel, by nonpayment of any such items SunTrust's title to the <br />Mortgaged Property or any portion thereof will be materially endangered, or will <br />be subject to loss or forfeiture, in which event the County will promptly pay and <br />cause to be satisfied and discharged all such unpaid items (but such payment will <br />not in itself constitute a waiver of the right to continue to contest such items). <br />SunTrust will cooperate fully with the County in any such contest, upon the <br />request and at the expense of the County. <br />(b) Except as provided in subsection (a) above, the County will not <br />directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, <br />lien, charge, encumbrance or claim on or with respect to the Mortgaged Property, <br />except Permitted Encumbrances. The County will promptly, at its own expense, <br />take such action as may be appropriate to discharge any such mortgage, pledge, <br />lien, charge, encumbrance or claim not excepted above which it will have created, <br />incurred or suffered to exist. <br />(c) The County will reimburse SunTrust for any expense incurred by it in <br />order to discharge or remove any such mortgage, pledge, lien, security interest, <br />encumbrance or claim, together with interest thereon at the annual rate of 5.00%. <br />ARTICLE VI <br />97562v1 1~ <br />