Common use of Properties and Liens Clause in Contracts

Properties and Liens. (a) As of the Closing Date and of as the date of the granting of a Lien on any Mortgaged Property as required pursuant to Sections 5.17 and 5.18 hereof, the Borrower, each Guarantor and each other Subsidiary have good and marketable title to, or valid leasehold interests in, all of their respective properties and assets, real and personal, including all of the Mortgaged Properties and the properties and assets and leasehold interests reflected in the financial statements referred to in Section 4.04 (other than any properties or assets disposed of in the ordinary course of business or as otherwise expressly permitted by this Agreement). None of the properties and assets owned by the Borrower, any Guarantor or any other Restricted Subsidiary and none of their leasehold interests is subject to any Lien, except such as may be permitted pursuant to Section 6.01 (provided that any Liens required by Section 6.01 to be junior to the Liens securing the Facility are, in fact, junior to such Liens securing the Facility). (b) The Borrower, each Guarantor and each other Subsidiary (i) have complied with all obligations under all leases to which it is a party and all such leases are in full force and effect, and (ii) enjoy peaceful and undisturbed possession under all such leases, in each case except where failure to so comply or to have such possession would not reasonably be expected to have a Material Adverse Effect. (c) No Responsible Officer of the Borrower, any Subsidiary or any Guarantor has received any notice of, nor has any actual knowledge of, any pending, contemplated, or threatened condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of such condemnation that has not been reported in writing to the Agent. (d) None of the Borrower, any Subsidiary or any Guarantor is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any material portion of any Mortgaged Property or any interest therein, other than any such rights granted or created in the ordinary course of business. (e) No structures (within the meaning of the Flood Program) located on any Mortgaged Property are situated in Flood Zones unless flood insurance has been obtained if, and to the extent, required by Section 5.05.

Properties and Liens. (a) As of the Closing Date and of as the date of the granting of a Lien on any Mortgaged Property as required pursuant to Sections 5.17 and 5.18 hereof, the Borrower, each Guarantor and each other Subsidiary have Each Company has good and marketable title in fee simple to, or a valid leasehold interests interest in, all of their respective properties and assets, real and personal, including all of material property reflected on the Mortgaged Properties and the properties and assets and leasehold interests reflected in the financial statements referred to in Section 4.04 Current Financials (other than any properties for property that is obsolete or assets that has been disposed of in the ordinary course of business or as otherwise expressly permitted by this Agreement). None of the properties and assets owned by the Borrower, any Guarantor Section 10.10 or any other Restricted Subsidiary and none of their leasehold interests is subject to any Lien, except such as may be permitted pursuant to Section 6.01 (provided that any Liens required by Section 6.01 to be junior to the Liens securing the Facility are, in fact, junior to such Liens securing the Facility10.11). (b) The BorrowerExcept for Permitted Liens, each Guarantor no Lien exists on any property of any Company (including, without limitation, the Forest Service Permits and each other Subsidiary (i) have complied with all obligations under all leases to which it is a party and all such leases are in full force and effectthe Water Rights), and (ii) enjoy peaceful and undisturbed possession under all such leasesthe execution, delivery, performance or observance of the Loan Papers will not require or result in each case except where failure to so comply or to have such possession would not reasonably be expected to have a Material Adverse Effectthe creation of any Lien on any Company’s property. (c) No Responsible Officer As of the Borrowerdate hereof, any Subsidiary or any Guarantor has received any notice of, nor has any actual knowledge of, any pending, contemplated, or threatened condemnation proceeding affecting any material portion the Forest Service Permits constitute all of the Mortgaged Properties material licenses, permits or any sale or disposition thereof leases from the U.S. held by the Companies for use in lieu of such condemnation that has not been reported in writing to the Agentconnection with their respective skiing businesses. (d) None Each of the BorrowerWater Rights is, any Subsidiary to the knowledge of the Companies, in full force and effect and, to the knowledge of the Companies, there is no material default or any Guarantor is obligated existing condition which with the giving of notice or the passage of time or both would cause a material default under any right Water Right that is material to the operation of first refusalthe Companies. Subject to the available supply and to the terms and conditions of the applicable decrees, option or other contractual right to sellthe Companies’ Water Rights provide a dependable, assign or otherwise dispose legal and physical snowmaking, irrigation and domestic water supply for the operation of any material portion of any Mortgaged Property or any interest therein, other than any such rights granted or created in the ordinary course of businessCompanies’ businesses. (e) No structures (within the meaning As of the Flood ProgramClosing Date, the Companies own the Critical Assets set forth on Schedule 8.11. The Critical Assets set forth on part (a) located of Schedule 8.11, which constitute Existing Critical Assets, were acquired on or before the Third Agreement Date. The Critical Assets set forth on part (b) of Schedule 8.11, which constitute Additional Critical Assets, were acquired after the Third Agreement Date. Each Existing Critical Asset owned by any Mortgaged Property are situated in Flood Zones unless flood insurance has been obtained ifCompany is owned by a Wholly Owned Restricted Subsidiary of Borrower (other than Existing Critical Assets owned by Heavenly Valley), and to the extent, required each Additional Critical Asset is owned by Section 5.05a Restricted Subsidiary of Borrower.