Common use of Title, Authority and Effectiveness Clause in Contracts

Title, Authority and Effectiveness. (a) The Mortgagor represents and warrants that (i) the Mortgagor has good and marketable title to the fee simple interest in the Land and the Improvements free and clear of all Liens other than the Permitted Liens; (ii) the Mortgagor is the owner of, or has a valid leasehold interest in, the Equipment and all other items constituting the Mortgaged Property free and clear of all Liens other than the Permitted Liens; (iii) the execution, delivery and performance by the Mortgagor of this Mortgage are within the Mortgagor's corporate power, have been duly authorized by all necessary corporate and, if required, stockholder action, require no consent or approval of, registration or filing with, or other action by, any governmental authority (except for the recording or filing of this Mortgage and UCC financing statements) and do not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Mortgagor or any order of any governmental authority, will not violate or result in a default under any Legal Requirement or any indenture, agreement or other instrument binding upon the Mortgagor or their respective assets, or give rise to a right thereunder to require any payment to be made by the Mortgagor, and will not result in the creation or imposition of any Lien on any asset of the Mortgagor (other than the Lien of this Mortgage on the Mortgaged Property); (iv) this Mortgage constitutes a valid, binding and enforceable first Lien on the Mortgaged Property subject only to the Permitted Liens; (v) this Mortgage constitutes a valid and binding agreement of the Mortgagor, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general equitable principles; and (vi) upon the recording of this Mortgage in the office specified in Exhibit C for such recording and the filing of the UCC-1 financing statement/s listed in Exhibit C in the office/s specified in Exhibit C for such filing, this Mortgage shall constitute a valid, binding and enforceable first priority Lien on the Mortgaged Property that is real property under applicable law and a valid, binding and enforceable first priority perfected security interest on the Mortgaged Property that is governed by the UCC.

Title, Authority and Effectiveness. (a) The Mortgagor represents and warrants that (i) the Mortgagor has good and marketable title to the fee simple interest in the Land and the Improvements Improvements, free and clear of all Liens other than the Permitted LiensEncumbrances; (ii) the Mortgagor is the owner of, or has a valid leasehold interest in, the Equipment and all other items constituting the Mortgaged Property Property, in each case free and clear of all Liens other than the Permitted LiensEncumbrances; (iii) the Permitted Encumbrances do not materially interfere with the use, enjoyment or operation of the Mortgaged Property or materially and adversely affect the value thereof; (iv) the Improvements located on the Land do not materially interfere with any of the Permitted Encumbrances; (v) the execution, delivery and performance by the Mortgagor of this Mortgage are within the Mortgagor's ’s corporate power, have been duly authorized by all necessary corporate and, if required, stockholder action, require no consent or approval of, registration or filing with, or other action by, any governmental authority (except for the recording or filing of this Mortgage and UCC financing statements) and do not violate any applicable law Law or regulation or the charter, by-laws bylaws or other organizational documents of the Mortgagor or any order of any governmental authority, will not violate or result in a default under any Legal Requirement or any indenture, agreement or other instrument binding upon the Mortgagor or their respective its assets, or give rise to a right thereunder to require any payment to be made by the Mortgagor, and will not result in the creation or imposition of any Lien on any asset of the Mortgagor (other than the Lien of this Mortgage on the Mortgaged Property); and (ivvi) this Mortgage constitutes a valid, binding and enforceable first Lien on the Mortgaged Property subject only to the Permitted Liens; (v) this Mortgage constitutes a valid and binding agreement of the Mortgagor, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors' ’ rights generally and by general equitable principles; and (vi) upon the recording of this Mortgage in the office specified in Exhibit C for such recording and the filing of the UCC-1 financing statement/s listed in Exhibit C in the office/s specified in Exhibit C for such filing, this Mortgage shall constitute a valid, binding and enforceable first priority Lien on the Mortgaged Property that is real property under applicable law and a valid, binding and enforceable first priority perfected security interest on the Mortgaged Property that is governed by the UCC.

Title, Authority and Effectiveness. (a) The Mortgagor represents and warrants that (i) the Mortgagor has good and marketable title to the fee simple interest in the Land and the Improvements Improvements, free and clear of all Liens other than the Permitted LiensEncumbrances; (ii) the Mortgagor is the owner of, or has a valid leasehold interest in, the Equipment and all other items constituting the Mortgaged Property Property, in each case free and clear of all Liens other than the Permitted LiensEncumbrances; (iii) the Permitted Encumbrances do not materially interfere with the use, enjoyment or operation of the Mortgaged Property or materially and adversely affect the value thereof; (iv) the Improvements located on the Land do not materially interfere with any of the Permitted Encumbrances; (v) the execution, delivery and performance by the Mortgagor of this Mortgage are within the Mortgagor's ’s corporate power, have been duly authorized by all necessary corporate and, if required, stockholder action, require no consent or approval of, registration or filing with, or other action by, any governmental authority (except for the recording or filing of this Mortgage and UCC financing statements) and do not violate any applicable law Law or regulation or the charter, by-laws or other organizational documents of the Mortgagor or any order of any governmental authority, will not violate or result in a default under any Legal Requirement or any indenture, agreement or other instrument binding upon the Mortgagor or their respective its assets, or give rise to a right thereunder to require any payment to be made by the Mortgagor, and will not result in the creation or imposition of any Lien on any asset of the Mortgagor (other than the Lien of this Mortgage on the Mortgaged Property); and (ivvi) this Mortgage constitutes a valid, binding and enforceable first Lien on the Mortgaged Property subject only to the Permitted Liens; (v) this Mortgage constitutes a valid and binding agreement of the Mortgagor, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors' ’ rights generally and by general equitable principles; and (vi) upon the recording of this Mortgage in the office specified in Exhibit C for such recording and the filing of the UCC-1 financing statement/s listed in Exhibit C in the office/s specified in Exhibit C for such filing, this Mortgage shall constitute a valid, binding and enforceable first priority Lien on the Mortgaged Property that is real property under applicable law and a valid, binding and enforceable first priority perfected security interest on the Mortgaged Property that is governed by the UCC.