Common use of Liens and Tenants Clause in Contracts

Liens and Tenants. Lessor represents that Lessor has good and valid title to the System, there are no unrecorded liens, encumbrances, leases, mortgages, deeds of trust (except as disclosed to Lessee in writing or as arise by operation of law), or other exceptions (collectively, “Liens”) arising as a result of any acts or omissions to act of Lessor by, through or under Lessor to Lessor’s right, title or interest in the System other than any such of the foregoing that does not materially impair the Lessee’s use of the System, and, to Lessor’s knowledge, there exist no rights or interests of any third party relating to the System that are not contemplated herein. Except for Permitted Liens or as may be disclosed in the applicable real property records in the State of Texas, or as disclosed by Lessor in writing to Lessee, Lessor represents that there are no mortgages, deeds of trust, or similar liens or security interests encumbering all or any portion of the System. Lessor shall fully cooperate and assist Lessee, at no out-of-pocket expense to Lessor, in obtaining a subordination and non-disturbance agreement from each party that holds a Lien that might reasonably be expected to interfere in any material respect with Lessee’s rights under this Agreement. Notwithstanding the foregoing, Lessor and its affiliates shall have the right to incur Permitted Liens encumbering the System or any component thereof solely for the benefit of Lessor in connection with any existing or future financing or refinancing pursuant to which the System (or any component thereof) is pledged as collateral and Lessee agrees to enter into such acknowledgments and agreements in respect thereof with the lenders, or a trustee or agent for the lenders as the Lessor may reasonably request.

Liens and Tenants. (a) Lessor hereby represents that and warrants, as of the Effective Date, that: (i) Lessor has good and valid title to, or valid leasehold and easement interests in, or other valid rights to use and occupy the System, CREZ Assets; there are no unrecorded liens, encumbrances, leases, mortgages, deeds of trust Liens (except for Permitted Liens or as disclosed to Lessee in writing or as arise by operation of law), or other exceptions (collectively, “Liens”Applicable Law) arising as a result of any acts or omissions to act of Lessor by, through or under Lessor to covering Lessor’s right, title or interest in the System CREZ Assets other than any such of the foregoing that does not materially impair the Lessee’s use of the System, CREZ Assets; and, to Lessor’s knowledge, there exist no rights or interests of any third party relating to the System CREZ Assets that are not contemplated herein. Except ; and (ii) except for Permitted Liens or as may be disclosed in the applicable real property records in the State of Texas, or as disclosed by Lessor in writing to Lessee, Lessor represents that there are no mortgages, deeds of trust, or similar liens or security interests Liens encumbering all or any portion of the System. CREZ Assets; provided that Lessor’s representations and warranties in this Section 5.2(a) shall not be deemed to relate to any inaccuracy of such representations and warranties arising as a result of any acts or omissions to act of Lessee, its personnel or contractors in carrying out Lessee’s obligations as the construction manager, operator and lessee of the CREZ Assets whether under this Agreement or any other similar agreement between Lessee or its affiliates on the one hand and Lessor or its affiliates on the other. (b) Lessor shall fully cooperate and assist Lessee, at no out-of-pocket expense to Lessor, in obtaining efforts to obtain a subordination and non-disturbance agreement from each party that holds a Lien that might reasonably be expected to interfere in any material respect with Lessee’s rights under this Agreement. Notwithstanding the foregoing, Lessor and its affiliates shall have the right to incur Permitted Liens encumbering the System CREZ Assets or any component thereof solely for the benefit of Lessor in connection with any existing or future financing or refinancing pursuant to which the System CREZ Assets (or any component thereof) is pledged as collateral and Lessee agrees to enter into such acknowledgments and agreements in respect thereof with the lenders, or a trustee or agent for the lenders as the Lessor may reasonably request.

Liens and Tenants. Lessor represents that Lessor has good and valid title to the SystemERCOT Transmission Assets, there are no unrecorded liens, encumbrances, leases, mortgages, deeds of trust (except as disclosed to Lessee in writing or as arise by operation of law), or other exceptions (collectively, “Liens”) arising as a result of any acts or omissions to act of Lessor by, through or under Lessor to Lessor’s right, title or interest in the System ERCOT Transmission Assets other than any such of the foregoing that does not materially impair the Lessee’s use of the SystemERCOT Transmission Assets, and, to Lessor’s knowledge, there exist no rights or interests of any third party relating to the System ERCOT Transmission Assets that are not contemplated herein. Except for Permitted Liens or as may be disclosed in the applicable real property records in the State of Texas, or as disclosed by Lessor in writing to Lessee, Lessor represents that there are no mortgages, deeds of trust, or similar liens or security interests encumbering all or any portion of the SystemERCOT Transmission Assets. Lessor shall fully cooperate and assist Lessee, at no out-of-pocket expense to Lessor, in obtaining a subordination and non-disturbance agreement from each party that holds a Lien that might reasonably be expected to interfere in any material respect with Lessee’s rights under this Agreement. Notwithstanding the foregoing, Lessor and its affiliates shall have the right to incur Permitted Liens encumbering the System ERCOT Transmission Assets or any component thereof solely for the benefit of Lessor in connection with any existing or future financing or refinancing pursuant to which the System ERCOT Transmission Assets (or any component thereof) is pledged as collateral and Lessee agrees to enter into such acknowledgments and agreements in respect thereof with the lenders, or a trustee or agent for the lenders as the Lessor may reasonably request.. ERCOT TRANSMISSION ASSETS LEASE AGREEMENT

Liens and Tenants. Lessor represents that Lessor has good and valid title to the SystemCREZ Assets, there are no unrecorded liens, encumbrances, leases, mortgages, deeds of trust (except as disclosed to Lessee in writing or as arise by operation of law), or other exceptions (collectively, “Liens”) arising as a result of any acts or omissions to act of Lessor by, through or under Lessor to Lessor’s right, title or interest in the System CREZ Assets other than any such of the foregoing that does not materially impair the Lessee’s use of the SystemCREZ Assets, and, to Lessor’s knowledge, there exist no rights or interests of any third party relating to the System CREZ ASSETS LEASE AGREEMENT CREZ Assets that are not contemplated herein. Except for Permitted Liens or as may be disclosed in the applicable real property records in the State of Texas, or as disclosed by Lessor in writing to Lessee, Lessor represents that there are no mortgages, deeds of trust, or similar liens or security interests encumbering all or any portion of the SystemCREZ Assets. Lessor shall fully cooperate and assist Lessee, at no out-of-pocket expense to Lessor, in obtaining a subordination and non-disturbance agreement from each party that holds a Lien that might reasonably be expected to interfere in any material respect with Lessee’s rights under this Agreement. Notwithstanding the foregoing, Lessor and its affiliates shall have the right to incur Permitted Liens encumbering the System CREZ Assets or any component thereof solely for the benefit of Lessor in connection with any existing or future financing or refinancing pursuant to which the System CREZ Assets (or any component thereof) is pledged as collateral and Lessee agrees to enter into such acknowledgments and agreements in respect thereof with the lenders, or a trustee or agent for the lenders as the Lessor may reasonably request.

Liens and Tenants. Lessor represents that Lessor has good and valid title to the SystemCREZ Assets, there are no unrecorded liens, encumbrances, leases, mortgages, deeds of trust (except as disclosed to Lessee in writing or as arise by operation of law), or other exceptions (collectively, “Liens”) arising as a result of any acts acts, or omissions to act act, of Lessor by, through or under Lessor to Lessor’s right, title or interest in the System CREZ Assets other than any such of the foregoing that does not materially impair the Lessee’s use of the SystemCREZ Assets, and, to Lessor’s knowledge, there exist no rights or interests of any third party relating to the System CREZ Assets that are not contemplated herein. Except for Permitted Liens or as may be disclosed in the applicable real property records in the State of Texas, or as disclosed by Lessor in writing to Lessee, Lessor represents that there are no mortgages, deeds of trust, or similar liens or security interests Liens encumbering all or any portion of the SystemCREZ Assets. Lessor shall fully cooperate and assist Lessee, at no out-of-pocket expense to Lessor, in obtaining efforts to obtain a subordination and non-disturbance agreement from each party that holds a Lien that might reasonably be expected to interfere in any material respect with Lessee’s rights under this Agreement. Notwithstanding the foregoing, Lessor and its affiliates shall have the right to incur Permitted Liens encumbering the System CREZ Assets or any component thereof solely for the benefit of Lessor in connection with any existing or future financing or refinancing pursuant to which the System CREZ Assets (or any component thereof) is pledged as collateral and Lessee agrees to enter into such acknowledgments and agreements in respect thereof with the lenders, or a trustee or agent for the lenders as the Lessor may reasonably request.

Liens and Tenants. (a) Lessor hereby represents that and warrants, as of the Effective Date, that: (i) Lessor has good and valid title to, or valid leasehold and easement interests in, or other valid rights to use and occupy the System, Permian Assets; there are no unrecorded liens, encumbrances, leases, mortgages, deeds of trust Liens (except for Permitted Liens or as disclosed to Lessee in writing or as arise by operation of law), or other exceptions (collectively, “Liens”Applicable Law) arising as a result of any acts or omissions to act of Lessor by, through or under Lessor to covering Lessor’s right, title or interest in the System Permian Assets other than any such of the foregoing that does not materially impair the Lessee’s use of the System, Permian Assets; and, to Lessor’s knowledge, there exist no rights or interests of any third party relating to the System Permian Assets that are not contemplated herein. Except ; and (ii) except for Permitted Liens or as may be disclosed in the applicable real property records in the State of Texas, or as disclosed by Lessor in writing to Lessee, Lessor represents that there are no mortgages, deeds of trust, or similar liens or security interests Liens encumbering all or any portion of the System. Permian Assets; provided that Lessor’s representations and warranties in this Section 5.2(a) shall not be deemed to relate to any inaccuracy of such representations and warranties arising as a result of any acts or omissions to act of Lessee, its personnel or contractors in carrying out Lessee’s obligations as the operator and lessee of the Permian Assets whether under this Agreement or any other similar agreement between Lessee or its affiliates on the one hand and Lessor or its affiliates on the other. (b) Lessor shall fully cooperate and assist Lessee, at no out-of-pocket expense to Lessor, in obtaining efforts to obtain a subordination and non-disturbance agreement from each party that holds a Lien that might reasonably be expected to interfere in any material respect with Lessee’s rights under this Agreement. Notwithstanding the foregoing, Lessor and its affiliates shall have the right to incur Permitted Liens encumbering the System or any component thereof solely for the benefit of Lessor in connection with any existing or future financing or refinancing pursuant to which the System (or any component thereof) is pledged as collateral and Lessee agrees to enter into such acknowledgments and agreements in respect thereof with the lenders, or a trustee or agent for the lenders as the Lessor may reasonably request.’s