Common use of Condition of Mortgaged Property Clause in Contracts

Condition of Mortgaged Property. The Grantor represents and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present use, operation and occupancy of the Premises by the Grantor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where the failure to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) the Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back or other development and/or use requirements of Governmental Authorities except where such noncompliance would not result in a Property Material Adverse Effect; (iii) the Premises are served by all utilities (including, without limitation, water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the Grantor has access to the Premises from roads sufficient to allow the Grantor and its Tenants and invitees to conduct their respective businesses at the Premises in accordance with sound commercial practices and the Grantor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (v) the Grantor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vi) there has not occurred any Destruction of the Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effect; (vii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effect; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ix) no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Premises is located within such area, the Grantor has obtained the insurance prescribed in Article VIII hereof; (x) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xi) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor Mortgagor represents and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present use, operation and occupancy of the Premises by the Grantor Mortgagor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where the failure to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) the Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back setback or other development and/or use requirements of Governmental Authorities except where such noncompliance would not result in a Property Material Adverse Effect; (iii) the Premises are served by all utilities (including, without limitation, water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor Mortgagor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the Grantor Mortgagor has access to the Premises from roads sufficient to allow the Grantor Mortgagor and its Tenants and invitees to conduct their respective businesses at the Premises in accordance with sound commercial practices and the Grantor Mortgagor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (v) the Grantor Mortgagor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vi) there has not occurred any Destruction of the Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effect; (vii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effect; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ix) no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article VIII hereof; (x) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xi) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor Mortgagor represents and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every material Permit necessary for the present use, operation and occupancy of the Premises and Leased Premises by the Grantor and its Tenants Mortgagor and the conduct of their its respective businesses and all required zoning, building code, land use, environmental and other similar PermitsPermits except those Permits which, except where the failure to be if not so issued and to be in full force and effect effect, would not reasonably be expected to result in a Property Material Adverse Effect; (ii) the Premises and Leased Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back setback or other development and/or and use requirements of Governmental Authorities Authorities, except where such noncompliance any non-compliance which would not reasonably be expected to result in a Property Material Adverse Effect; (iii) the Premises and Leased Premises are served by all utilities (including, without limitation, water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor Mortgagor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) all public roads and streets necessary for service of and access to the Grantor Premises and Leased Premises for the present use thereof have been completed and have been dedicated and accepted as such by the appropriate Governmental Authorities; (v) the Mortgagor has access to the Premises and Leased Premises from public roads and, to the extent applicable, public or private rail or waterway, sufficient to allow the Grantor Mortgagor and its Tenants and invitees to conduct their respective businesses at the Premises and Leased Premises in accordance with sound commercial practices and the Grantor Mortgagor has not received notice of termination of such access, except where the failure to have such access be served would not result in a Property Material Adverse Effect; (v) the Grantor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not reasonably be expected to result in a Property Material Adverse Effect; (vi) the Mortgagor has not received notice of any Event of Loss as a result of a condemnation or the commencement or pendency of any action or proceeding therefor related to the Premises or the Leased Premises; (vii) there has not occurred any Destruction Event of the Premises or any portion thereof Loss as a result of any fire or other casualty that, as of the date hereof, which has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effectfully restored; (viiviii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property Premises or the Leased Premises and no state of facts exists which could give rise to any such claim claim, other than such disputes as that would not reasonably be expected to result in a Property Material Adverse Effect; (viiiix) all liquid and solid waste disposal, septic and sewer systems located on the Premises and Leased Premises are in a good and safe condition and repair and in material compliance with all Requirements of Law, except where the failure to so comply such non-compliance which would not reasonably be expected to result in a Property Material Adverse Effect; (ixx) no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Premises and Leased Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article VIII hereof; (xxi) the Land and Land Improvements and the Leased Premises Improvements are collectively assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are improvement is assessed and taxed together with the Land and Land Improvements and the Leased Premises Improvements or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xixii) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, Property other than such options or rights those in favor of first refusal as would not result in a Property Material Adverse EffectMortgagor.

Condition of Mortgaged Property. The Grantor Mortgagor represents and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every material Permit necessary for the present use, operation and occupancy of the Leased Premises by the Grantor and its Tenants Mortgagor and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar PermitsPermits except those Permits which, except where the failure to be if not so issued and to be in full force and effect effect, would not reasonably be expected to result in a Property Material Adverse Effect; (ii) the Leased Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back setback or other development and/or and use requirements of Governmental Authorities Authorities, except where such noncompliance any non-compliance which would not reasonably be expected to result in a Property Material Adverse Effect; (iii) the Leased Premises are served by all utilities (including, without limitation, water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor Mortgagor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the Grantor Mortgagor has access to the Leased Premises from public and private roads and, to the extent applicable, public or private rail or waterway, sufficient to allow the Grantor Mortgagor and its Tenants and invitees to conduct their respective businesses at the Leased Premises in accordance with sound commercial practices and the Grantor Mortgagor has not received notice of termination of such access, except where the failure to have such access be served would not reasonably be expected to result in a Property Material Adverse Effect; (v) the Grantor Mortgagor has not received notice of any Taking Event of Loss as a result of a condemnation or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effecttherefor related to the Leased Premises; (vi) there has not occurred any Destruction Event of the Premises or any portion thereof Loss as a result of any fire or other casualty that, as of the date hereof, which has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effectfully restored; (vii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property Leased Premises and no state of facts exists which could give rise to any such claim other than such disputes as that would not reasonably be expected to result in a Property Material Adverse Effect; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Leased Premises are in a good and safe condition and repair and in material compliance with all Requirements of Law, except where the failure to so comply such non-compliance which would not reasonably be expected to result in a Property Material Adverse Effect; (ix) no portion of the Leased Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Leased Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article VIII hereof; (x) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xix) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, Leased Premises other than such options or rights those in favor of first refusal as would not result in a Property Material Adverse Effectthe Mortgagor.

Condition of Mortgaged Property. The Grantor Mortgagor ------------------------------- represents and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present use, operation and occupancy of the Premises by the Grantor Mortgagor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where the failure to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) the Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back or other development and/or use requirements of Governmental Authorities except where such noncompliance would not result in a Property Material Adverse Effect; (iii) the Premises are served by all utilities (including, without limitation, water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor Mortgagor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the Grantor Mortgagor has access to the Premises from roads sufficient to allow the Grantor Mortgagor and its Tenants and invitees to conduct their respective businesses at the Premises in accordance with sound commercial practices and the Grantor Mortgagor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (v) the Grantor Mortgagor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vi) there has not occurred any Destruction of the Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effect; (vii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effect; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ix) no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article VIII hereof;; ------------ (x) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xi) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor Mortgagor represents and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every material Permit necessary for the present and contemplated use, operation and occupancy of the Premises by the Grantor Mortgagor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where to the extent that a failure to be so issued and to be in full force and effect have such Permits would not result in a Property Material Adverse Effect; (ii) the Premises and the present and contemplated use and occupancy thereof comply in all material respects with all applicable zoning ordinances, building codes, land use laws, set back setback or other development and/or and use requirements of Governmental Authorities except where such noncompliance would and with all private restrictions and agreements affecting the Mortgaged 39406775_3 Property whether or not result in a Property Material Adverse Effectrecorded; (iii) the Premises are served by all utilities (including, without limitation, public water and sewer systems) reasonably necessary for the present and contemplated use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor Mortgagor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the Grantor Mortgagor has access to the Premises from one or more fully dedicated public roads and, to the extent applicable, public or private rail or waterway, sufficient to allow the Grantor Mortgagor and its Tenants and invitees to conduct their respective businesses at the Premises in accordance with sound commercial practices and the Grantor Mortgagor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (v) the Grantor Mortgagor has not received written notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vi) there has not occurred any Destruction of the Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, which has not previously been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effector replaced; (vii) to the best of its knowledge, there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effectclaim; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Premises are in a good and safe condition and repair and in compliance in all material respects with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ix) no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article VIII hereofSection 5.04 of the Credit Agreement; (x) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are improvement is assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xi) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor Mortgagor ------------------------------- represents and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present and contemplated use, operation and occupancy of the Premises by the Grantor Mortgagor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where to the failure extent that such failure, individually or in the aggregate, could not reasonably be expected to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) the Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back or other development and/or and use requirements of Governmental Authorities Authorities, except where to the extent that such noncompliance would noncompliance, individually or in the aggregate, could not reasonably be expected to result in a Property Material Adverse Effect; (iii) the Premises are served by all utilities (including, without limitation, public water and sewer systems) necessary for the present and contemplated use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor Mortgagor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) all public roads and streets necessary for service of and access to the Grantor Premises for the present and contemplated use thereof have been completed and have been dedicated and accepted as such by the appropriate Governmental Authorities; (v) the Mortgagor has access to the Premises from public roads and, to the extent applicable, public or private rail or waterway, sufficient to allow the Grantor Mortgagor and its Tenants and invitees in- vitees to conduct their respective businesses at the Premises in accordance with sound commercial practices and the Grantor Mortgagor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (vvi) the Grantor Mortgagor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vivii) there has not occurred any Destruction of the Premises or any portion thereof as a result of any fire or other casualty thatcasualty, which as of the date hereof, hereof has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effectrestored; (viiviii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and, to the best knowledge of Mortgagor after due and diligent inquiry, no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effectclaim; (viiiix) all liquid and solid waste disposal, septic and sewer systems located on the Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where to the failure extent that such noncompliance, individually or in the aggregate, could not reasonably be expected to so comply would not result in a Property Material Adverse Effect; (ixx) no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article VIII hereof;; ------------ (xxi) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are is assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xixii) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor Mortgagor represents and warrants thatthat as of the Effective Date: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present and contemplated use, operation and occupancy of the Premises by the Grantor Mortgagor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar PermitsTenants, except where to the extent the failure to be so issued and to be in full force and effect maintain any Permit would not result in have a Property Material Adverse Effect; (ii) the Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back setback or other development and/or and use requirements of Governmental Authorities and with all private restrictions and agreements affecting the Mortgaged Property whether or not recorded, except where such noncompliance to the extent that the failure to comply would not result in have a Property Material Adverse Effect; (iii) the Premises are served by all utilities (including, without limitation, public water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the Grantor has access to the Premises from roads sufficient to allow the Grantor and its Tenants and invitees to conduct their respective businesses at the Premises in accordance with sound commercial practices and the Grantor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (v) the Grantor Mortgagor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (viv) there has not occurred any Destruction of the Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, which has not previously been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effector replaced; (viivi) to its knowledge there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and no state of facts exists Property, which could give rise disputes, if determined adversely to any such claim other than such disputes as Mortgagor, would not result in have a Property Material Adverse Effect; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ixvii) no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Improvements located on the Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article VIII hereofflood insurance; (xviii) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are improvement is assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xiix) there are no Mortgagor has not granted any options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor Mortgagor represents and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present use, operation and occupancy of the Leasehold Premises by the Grantor Mortgagor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where the failure to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) the Leasehold Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back setback or other development and/or use requirements of Governmental Authorities except where such noncompliance would not result in a Property Material Adverse Effect; (iii) the Leasehold Premises are served by all utilities (including, without limitation, water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Leasehold Premises have accepted or are equipped to accept such utility services and the Grantor Mortgagor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the Grantor Mortgagor has access to the Leasehold Premises from roads sufficient to allow the Grantor Mortgagor and its Tenants and invitees to conduct their respective businesses at the Leasehold Premises in accordance with sound commercial practices and the Grantor Mortgagor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (v) the Grantor Mortgagor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vi) there has not occurred any Destruction of the Leasehold Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effect; (vii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effect; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Leasehold Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ix) no portion of the Leasehold Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Leasehold Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article VIII hereof; (x) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xi) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Each Grantor represents and warrants (with respect to its respective interest only) that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present use, operation and occupancy of the Owned Premises or Leased Premises, as the case may be, by the such Grantor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where the failure to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) the Owned Premises and Leased Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back setback or other development and/or use requirements of Governmental Authorities except where such noncompliance would not result in a Property Material Adverse EffectAuthorities; (iii) the Owned Premises and Leased Premises are served by all utilities (including, without limitation, water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Owned Premises and Leased Premises have accepted or are equipped to accept such utility services and the such Grantor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the such Grantor has access to the Owned Premises or Leased Premises, as the case may be, from roads sufficient to allow the such Grantor and its Tenants and invitees to conduct their respective businesses at the Owned Premises and Leased Premises, as the case may be, in accordance with sound commercial practices and the such Grantor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (v) the such Grantor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vi) there has not occurred any Destruction of the Owned Premises or Leased Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effect; (vii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and to Grantors' knowledge no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effectclaim; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Owned Premises or Leased Premises are in a good and safe condition and repair and in compliance with all Requirements of Lawrepair, except where the such failure to so comply would not result in a Property Material Adverse Effect, and in compliance with all Requirements of Law; (ix) no portion of the Owned Premises or Leased Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Leased Premises is located within such area, the Grantor has Grantors have obtained the insurance prescribed in Article VIII hereof; (x) the Owned Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are assessed and taxed together with the Owned Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xi) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor Mortgagor represents ------------------------------- and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present use, operation and occupancy of the Premises by the Grantor Mortgagor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where the failure to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) the Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back or other development and/or use requirements of Governmental Authorities except where such noncompliance would not result in a Property Material Adverse Effect; (iii) the Premises are served by all utilities (including, without limitation, water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor Mortgagor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the Grantor Mortgagor has access to the Premises from roads sufficient to allow the Grantor Mortgagor and its Tenants and invitees to conduct their respective businesses at the Premises in accordance with sound commercial practices and the Grantor Mortgagor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (v) the Grantor Mortgagor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vi) there has not occurred any Destruction of the Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effect; (vii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effect; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ix) no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article VIII hereof;; ------------ (x) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xi) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor Mortgagor ------------------------------- represents and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present use, operation and occupancy of the Premises by the Grantor Mortgagor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where the failure to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) the Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back or other development and/or use requirements of Governmental Authorities except where such noncompliance would not result in a Property Material Adverse Effect; (iii) the Premises are served by all utilities (including, without limitation, water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor Mortgagor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the Grantor Mortgagor has access to the Premises from roads sufficient to allow the Grantor Mortgagor and its Tenants and invitees to conduct their respective businesses at the Premises in accordance with sound commercial practices and the Grantor Mortgagor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (v) the Grantor Mortgagor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vi) there has not occurred any Destruction of the Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effect; (vii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effect; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ix) no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article VIII hereof; (x) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xi) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor Mortgagor represents and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every material Permit necessary for the present and contemplated use, operation and occupancy of the Premises by the Grantor Mortgagor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where the failure to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) the Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back or other development and/or use requirements of Governmental Authorities except where such noncompliance would not result in a Property Material Adverse EffectAuthorities; (iii) the Premises are served by all utilities (including, without limitation, public water and sewer systems) necessary for the present and contemplated use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor Mortgagor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) all public roads and streets necessary for service of and access to the Grantor Premises for the present and contemplated use thereof have been completed and have been dedicated and accepted as such by the appropriate Governmental Authorities; (v) the Mortgagor has access to the Premises from public roads and, to the extent applicable, public or private rail or waterway, sufficient to allow the Grantor Mortgagor and its Tenants and invitees to conduct their respective businesses at the Premises in accordance with sound commercial practices and the Grantor Mortgagor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (vvi) the Grantor Mortgagor has not received notice of any Taking Condemnation or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vivii) there has not occurred any Destruction Casualty of the Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effect; (viiviii) there are Mortgagor has received no notice of any disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and and, to the best of Mortgagor’s knowledge, no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effectclaim; (viiiix) all liquid and solid waste disposal, septic and sewer systems located on the Premises are in a good and safe condition and repair and in compliance compliance, in all material respects, with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ixx) no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article VIII hereof; (x) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xi) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor Trustor represents and warrants thatthat as of the Effective Date: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present and contemplated use, operation and occupancy of the Premises by the Grantor Trustor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar PermitsTenants, except where to the extent the failure to be so issued and to be in full force and effect maintain any Permit would not result in have a Property Material Adverse Effect; (ii) the Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back setback or other development and/or and use requirements of Governmental Authorities and with all private restrictions and agreements affecting the Mortgaged Property whether or not recorded, except where such noncompliance to the extent that the failure to comply would not result in have a Property Material Adverse Effect; (iii) the Premises are served by all utilities (including, without limitation, public water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the Grantor has access to the Premises from roads sufficient to allow the Grantor and its Tenants and invitees to conduct their respective businesses at the Premises in accordance with sound commercial practices and the Grantor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (v) the Grantor Trustor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (viv) there has not occurred any Destruction of the Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, which has not previously been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effector replaced; (viivi) to its knowledge there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and no state of facts exists Property, which could give rise disputes, if determined adversely to any such claim other than such disputes as Trustor, would not result in have a Property Material Adverse Effect; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ixvii) no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Improvements located on the Premises is located within such area, the Grantor Trustor has obtained the insurance prescribed in Article VIII hereofflood insurance; (xviii) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are improvement is assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xiix) there are no Trustor has not granted any options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor Mortgagor represents ------------------------------- and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present use, operation and occupancy of the Premises by the Grantor Mortgagor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where the failure to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) the Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back or other development and/or use requirements of Governmental Authorities except where such noncompliance would not result in a Property Material Adverse Effect; (iii) the Premises are served by all utilities (including, without limitation, water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor Mortgagor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the Grantor Mortgagor has access to the Premises from roads sufficient to allow the Grantor Mortgagor and its Tenants and invitees to conduct their respective businesses at the Premises in accordance with sound commercial practices and the Grantor Mortgagor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (v) the Grantor Mortgagor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vi) there has not occurred any Destruction of the Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effect; (vii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effect; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ix) no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article VIII hereof; ; ------------ (x) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xi) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor Mortgagor represents ------------------------------- and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present and contemplated use, operation and occupancy of the Premises by the Grantor Mortgagor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where to the failure extent that such failure, individually or in the aggregate, could not reasonably be expected to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) the Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back or other development and/or and use requirements of Governmental Authorities Authorities, except where to the extent that such noncompliance would non-compliance, individually or in the aggregate, could not reasonably be expected to result in a Property Material Adverse Effect; (iii) the Premises are served by all utilities (including, without limitation, public water and sewer systems) necessary for the present and contemplated use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor Mortgagor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) all public roads and streets necessary for service of and access to the Grantor Premises for the present and contemplated use thereof have been completed and have been dedicated and accepted as such by the appropriate Governmental Authorities; (v) the Mortgagor has access to the Premises from public roads and, to the extent applicable, public or private rail or waterway, sufficient to allow the Grantor Mortgagor and its Tenants and invitees to conduct their respective businesses at the Premises in accordance with sound commercial practices and the Grantor Mortgagor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (vvi) the Grantor Mortgagor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vivii) there has not occurred any Destruction of the Premises or any portion thereof as a result of any fire or other casualty that, which as of the date hereof, hereof has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effectrestored; (viiviii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and, to the best knowledge of the Mortgagor after due and diligent inquiry, no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effectclaim; (viiiix) all liquid and solid waste disposal, septic and sewer systems located on the Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where to the failure extent that such non-compliance, individually or in the aggregate, could not reasonably be expected to so comply would not result in a Property Material Adverse Effect; (ixx) no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article VIII hereof;; ------------ (xxi) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are is assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xixii) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Each Grantor represents ------------------------------- and warrants (with respect to its respective interest only) that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present use, operation and occupancy of the Owned Premises or Leased Premises, as the case may be, by the such Grantor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where the failure to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) the Owned Premises and Leased Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back setback or other development and/or use requirements of Governmental Authorities except where such noncompliance would not result in a Property Material Adverse Effect; (iii) the Owned Premises and Leased Premises are served by all utilities (including, without limitation, water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Owned Premises and Leased Premises have accepted or are equipped to accept such utility services and the such Grantor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the such Grantor has access to the Owned Premises or Leased Premises, as the case may be, from roads sufficient to allow the such Grantor and its Tenants and invitees to conduct their respective businesses at the Owned Premises and Leased Premises, as the case may be, in accordance with sound commercial practices and the such Grantor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (v) the such Grantor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vi) there has not occurred any Destruction of the Owned Premises or Leased Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effect; (vii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effect; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Owned Premises or Leased Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ix) no portion of the Owned Premises or Leased Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Leased Premises is located within such area, the Grantor has Grantors have obtained the insurance prescribed in Article VIII hereof;; ------------ (x) the Owned Premises and Leased Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are assessed and taxed together with the Owned Premises and Leased Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xi) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor Mortgagor represents ------------------------------- and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present use, operation and occupancy of the Leased Premises by the Grantor Mortgagor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where the failure to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) the Leased Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back setback or other development and/or use requirements of Governmental Authorities except where such noncompliance noncompli-ance would not result in a Property Material Adverse Effect; (iii) the Leased Premises are served by all utilities (including, without limitation, water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Leased Premises have accepted or are equipped to accept such utility services and the Grantor Mortgagor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the Grantor Mortgagor has access to the Leased Premises from roads sufficient to allow the Grantor Mortgagor and its Tenants and invitees to conduct their respective businesses at the Leased Premises in accordance with sound commercial practices and the Grantor Mortgagor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (v) the Grantor Mortgagor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vi) there has not occurred any Destruction of the Leased Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effect; (vii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effect; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Leased Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ix) no portion of the Leased Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Leased Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article ------- VIII hereof;; ---- (x) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xi) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor represents and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every Permit necessary for the present use, operation and occupancy of the Leased Premises by the Grantor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where the failure to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) the Leased Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back setback or other development and/or use requirements of Governmental Authorities except where such noncompliance would not result in a Property Material Adverse Effect; (iii) the Leased Premises are served by all utilities (including, without limitation, water and sewer systems) necessary for the present use thereof, and all utility services are provided by public or private utilities and the Leased Premises have accepted or are equipped to accept such utility services and the Grantor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) the Grantor has access to the Leased Premises from roads sufficient to allow the Grantor and its Tenants and invitees to conduct their respective businesses at the Leased Premises in accordance with sound commercial practices and the Grantor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (v) the Grantor has not received notice of any Taking or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vi) there has not occurred any Destruction of the Leased Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effect; (vii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effect; (viii) all liquid and solid waste disposal, septic and sewer systems located on the Leased Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ix) no portion of the Leased Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Leased Premises is located within such area, the Grantor has obtained the insurance prescribed in Article VIII hereof; (x) the Leased Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are assessed and taxed together with the Leased Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xi) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.

Condition of Mortgaged Property. The Grantor Mortgagor represents and warrants that: (i) there has been issued and there remains in full force and effect subject to no revocation, suspension, forfeiture or modification, each and every material Permit necessary for the present and contemplated use, operation and occupancy of the Premises by the Grantor Mortgagor and its Tenants and the conduct of their respective businesses and all required zoning, building code, land use, environmental and other similar Permits, except where the failure to be so issued and to be in full force and effect would not result in a Property Material Adverse Effect; (ii) to the best of its knowledge, without independent investigation, the Premises and the present and contemplated use and occupancy thereof comply with all applicable zoning ordinances, building codes, land use laws, set back or other development and/or use requirements of Governmental Authorities except where such noncompliance would not result in a Property Material Adverse EffectAuthorities; (iii) the Premises are served by all utilities (including, without limitation, public water and sewer systems) necessary for the present and contemplated use thereof, and all utility services are provided by public or private utilities and the Premises have accepted or are equipped to accept such utility services and the Grantor Mortgagor has not received notice of termination of such utility service, except where the failure to be so served would not result in a Property Material Adverse Effect; (iv) to the Grantor best of its knowledge, without independent investigation, all public roads and streets necessary for service of and access to the Premises for the present and contemplated use thereof have been completed and have been dedicated and accepted as such by the appropriate Governmental Authorities; (v) the Mortgagor has access to the Premises (i) from public roads and, to the extent applicable, public or private rail or waterway, or (ii) by virtue of private agreements for access described in Schedule A and insured in the title insurance policy insuring this Mortgage, sufficient to allow the Grantor Mortgagor and its Tenants and invitees to conduct their respective businesses at the Premises in accordance with sound commercial practices and the Grantor Mortgagor has not received notice of termination of such access, except where the failure to have such access would not result in a Property Material Adverse Effect; (vvi) the Grantor Mortgagor has not received notice of any Taking Condemnation or the commencement or pendency of any action or proceeding therefor, other than such Takings as would not result in a Property Material Adverse Effect; (vivii) there has not occurred any Destruction Casualty of the Premises or any portion thereof as a result of any fire or other casualty that, as of the date hereof, has not been repaired in all material respects, other than such Destruction as would not have a Property Material Adverse Effect; (viiviii) there are no disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property and and, to the best of its knowledge, without independent investigation, no state of facts exists which could give rise to any such claim other than such disputes as would not result in a Property Material Adverse Effectclaim; (viiiix) to the best of its knowledge, without independent investigation, all liquid and solid waste disposal, septic and sewer systems located on the Premises are in a good and safe condition and repair and in compliance with all Requirements of Law, except where the failure to so comply would not result in a Property Material Adverse Effect; (ixx) to the best of its knowledge, without independent investigation, no portion of the Premises is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, if any portion of the Premises is located within such area, the Grantor Mortgagor has obtained the insurance prescribed in Article VIII hereof; (x) the Premises are assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a portion of such lot or lots, and no other land or improvements are assessed and taxed together with the Premises or any portion thereof, other than such cases where the failure to be so assessed would not result in a Property Material Adverse Effect; and (xi) there are no options or rights of first refusal to purchase or acquire all or any portion of the Mortgaged Property, other than such options or rights of first refusal as would not result in a Property Material Adverse Effect.