Common use of Property/Title Clause in Contracts

Property/Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Liens permitted hereunder (including Permitted Encumbrances). The Mortgage, when properly recorded in the appropriate records (and all appropriate recording costs, taxes and fees (if any) are paid), together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty owned by Borrower (including the Leases), all in accordance with the terms thereof, in each case subject only to the Liens permitted hereunder (including the Permitted Encumbrances). There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal priority with, the Lien of the Mortgage, except for such Liens as are permitted hereunder (including the Permitted Encumbrances). None of the Permitted Encumbrances, individually or in the aggregate, materially and adversely affect or interfere with the value, or current or contemplated use or operation, of the Property, or the security intended to be provided by the Mortgage, or the ability of the Property to generate net cash flow sufficient to service the Loan, or Borrower’s ability to pay its obligations as and when they come due, including its ability to repay the Debt in accordance with the terms of the Loan Documents.

Property/Title. (a) Borrower Owner has good, marketable and insurable fee simple or leasehold title to the real property comprising part of the each Individual Property and good title to the balance of the such Individual Property owned by it, free and clear of all Liens whatsoever except the Liens permitted hereunder Permitted Encumbrances (including Permitted EncumbrancesMortgage Loan). Each of Borrower and Leasehold Pledgor owns the Collateral free and clear of all Liens whatsoever. The Mortgage, when properly recorded in the appropriate records (and all appropriate recording costs, taxes and fees (if any) are paid)Pledge Agreement, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s and Leasehold Pledgor’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty owned by Borrower (including the Leases)Pledged Collateral, all in accordance with the terms thereof, in each case subject only to the Liens permitted hereunder (including the Permitted Encumbrances. Except for Permitted Encumbrances (Mortgage Loan). There , there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the any Individual Property which are or may be Liens prior to, or equal priority or coordinate with, the Lien of the applicable Mortgage, except for such Liens as are permitted hereunder (including the Permitted Encumbrances). None of the Permitted EncumbrancesEncumbrances or Permitted Encumbrances (Mortgage Loan), as applicable, individually or in the aggregate, (a) materially and adversely affect or interfere with the value, or current or contemplated use or operation, benefits of the Property, or the security intended to be provided by this Agreement and the Mortgageother Loan Documents, (b) materially and adversely affect the value of any Individual Property or the Collateral, (c) materially impair the use or operations of any Individual Property (as currently used), or the ability of the Property to generate net cash flow sufficient to service the Loan, or (d) impair Borrower’s ability to pay its obligations as and when they come due, including its ability to repay the Debt Obligations in accordance with the terms of the Loan Documentsa timely manner.

Property/Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Liens permitted hereunder (including Permitted Encumbrances). The Mortgage, when properly recorded in the appropriate records (and all appropriate recording costs, taxes and fees (if any) are paid)records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, when properly filed in the appropriate records, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty owned by Borrower (including the Leases), to the extent that a security interest therein may be perfected by the filing of a financing statement in accordance with the UCC, all in accordance with the terms thereof, in each case subject only to the Liens permitted hereunder (including the Permitted Encumbrances). There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal priority or coordinate with, the Lien of the Mortgage, except for such Liens as are permitted hereunder (including the Permitted Encumbrances). None of the Permitted Encumbrances, individually or in the aggregate, (a) materially and adversely affect or interfere with the value, or current or contemplated use or operation, benefits of the Property, or the security intended to be provided by the MortgageMortgage and this Agreement, (b) materially and adversely affect the value of the Property, (c) impair the use or the ability operations of the Property to generate net cash flow sufficient to service the Loan(as currently used), or (d) impair Borrower’s ability to pay its obligations as and when they come due, including its ability to repay the Debt Obligations in accordance with the terms of the Loan Documentsa timely manner.

Property/Title. (a) Fee Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Liens permitted hereunder (including Permitted Encumbrances). Lessee Borrower has good, marketable and insurable leasehold title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Mortgage, when properly recorded in the appropriate records (and all appropriate recording costs, taxes and fees (if any) are paid)records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty owned by Borrower (including the Leases), all in accordance with the terms thereof, in each case subject only to the Liens permitted hereunder (including the Permitted Encumbrances. Except for the four (4) "notices of commencement" disclosed in the Title Insurance Policy (for which insured coverage is being provided). There , there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal priority or coordinate with, the Lien of the Mortgage, except for such Liens as are permitted hereunder (including the Permitted Encumbrances). None of the Permitted Encumbrances, individually or in the aggregate, (a) materially and adversely affect or interfere with the value, or current or contemplated use or operation, benefits of the Property, or the security intended to be provided by the MortgageMortgage and this Agreement, (b) materially and adversely affect the value of the Property, taken as a whole (c) impair the use or the ability operations of the Property to generate net cash flow sufficient to service the Loan(as currently used), or (d) impair Borrower’s ability to pay its obligations as and when they come due, including its ability to repay the Debt Obligations in accordance with the terms of the Loan Documentsa timely manner.

Property/Title. (a) Borrower Owner has good, marketable and insurable fee simple or leasehold title to the real property comprising part of the each Individual Property and good title to the balance of the such Individual Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances (Mortgage Loan). Each of Borrower and Leasehold Pledgor owns the Collateral free and clear of all Liens permitted hereunder whatsoever. Mezzanine A Borrower is the record and beneficial owner of, and have good title to, the Mezzanine A Collateral, free and clear of all Liens whatsoever, except Permitted Encumbrances (including Permitted EncumbrancesMezzanine A Loan). The Mortgage, when properly recorded in the appropriate records (and all appropriate recording costs, taxes and fees (if any) are paid)Pledge Agreement, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s and Leasehold Pledgor’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty owned by Borrower (including the Leases)Pledged Collateral, all in accordance with the terms thereof, in each case subject only to the Liens permitted hereunder (including the Permitted Encumbrances. Except for Permitted Encumbrances (Mortgage Loan), there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting any Individual Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the applicable Mortgage. There Except for Permitted Encumbrances (Mezzanine A Loan), there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property Mezzanine A Collateral which are or may be Liens prior to, or equal priority or coordinate with, the Lien of the Mortgage, except for such Liens as are permitted hereunder (including the Permitted Encumbrances)Pledge Agreement. None of the Permitted Encumbrances, Permitted Encumbrances (Mezzanine A Loan) or Permitted Encumbrances (Mortgage Loan), as applicable, individually or in the aggregate, (a) materially and adversely affect or interfere with the value, or current or contemplated use or operation, benefits of the Property, or the security intended to be provided by this Agreement and the Mortgageother Loan Documents, (b) materially and adversely affect the value of any Individual Property, the Mezzanine A Collateral or the Collateral, (c) materially impair the use or operations of any Individual Property (as currently used), or the ability of the Property to generate net cash flow sufficient to service the Loan, or (d) impair Borrower’s ability to pay its obligations as and when they come due, including its ability to repay the Debt Obligations in accordance with the terms of the Loan Documentsa timely manner.

Property/Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Liens permitted hereunder (including Permitted Encumbrances). The Mortgage, when properly recorded in the appropriate records (and all appropriate recording costs, taxes and fees (if any) are paid), together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty owned by Borrower (including the Leases), all in accordance with the terms thereof, in each case subject only to the Liens permitted hereunder (including the Permitted Encumbrances). There To Borrower’s knowledge, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal priority with, the Lien of the Mortgage, except for such Liens as are permitted hereunder (including the Permitted Encumbrances). None of the Permitted Encumbrances, individually or in the aggregate, (a) materially and adversely affect or interfere with the value, or current or contemplated use or operation, benefits of the Property, or the security intended to be provided by the Mortgage, Mortgage and this Agreement or the ability of the Property to generate net cash flow sufficient to service the Loan, (b) result in or Borrower’s ability to pay its obligations as and when they come due, including its ability to repay the Debt in accordance with the terms of the Loan Documentsconstitute a Material Adverse Effect.

Property/Title. (ai) Borrower has goodThe Property shall include the Lot, marketable together with the Building and insurable fee simple title to other buildings, structures and improvements thereon erected and together with all easements, rights and privileges appurtenant thereto, being all of the real property comprising part owned by landlord at the location of the Leased Premises. The Property is to be conveyed subject to all easements, conditions, covenants and good restrictions of record when Landlord acquires title to the balance of the Property owned by it, and otherwise free and clear of all Liens whatsoever except liens, restrictions, encumbrances, and easements of every kind, excepting only: (1) easements and other matters of record that do not affect the Liens permitted hereunder (including Permitted Encumbrances). The Mortgage, when properly recorded in use of the appropriate records (and all appropriate recording costs, taxes and fees (if any) are paid), together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted EncumbrancesLeased Premises as contemplated under this Lease, and (ii2) perfected security interests in such matters as may have been consented to be Tenant between the date of this Lease and tothe date of closing on the Purchase Option; otherwise, and perfected collateral assignments of, all personalty owned by Borrower (including the Leases), all in accordance with the terms thereof, in each case subject only title to the Liens permitted hereunder Property shall be good and marketable and such as will be insured by a reputable title company of Tenant's election at regular rates. If Landlord is unable to give a good and marketable title and such as will be so insured, as required in the preceding paragraph, then Tenant shall have the option of (including 1) accepting such title as Landlord is able to convey, with no deduction from or adjustment of the Permitted Encumbrances). There are no mechanics’purchase price except for deduction of the amount of the then principal, materialman’s accrued interest and penalties of any encumbrance or other similar Liens lien or claims which have been filed for workthe amount of any outstanding money judgment (with accrued interest and penalties, labor or materials affecting the Property which are or may be Liens prior to, or equal priority with, the Lien of the Mortgage, except for such Liens as are permitted hereunder (including the Permitted Encumbrances). None of the Permitted Encumbrances, individually or in the aggregate, materially and adversely affect or interfere with the value, or current or contemplated use or operation, of if applicable) so encumbering the Property, or (2) declining to consummate this purchase; and in the security intended latter event Tenant shall be reimbursed forthwith for all title insurance charges actually incurred in searching title to the Property, there shall be provided by the Mortgage, no further obligation or the ability liability on either of the Property parties hereunder with respect to generate net cash flow sufficient to service the Loan, or Borrower’s ability to pay its obligations as Purchase Option and when they come due, including its ability to repay the Debt this Lease shall continue in accordance with the terms of the Loan Documentsits terms.