Common use of Title; Liens Clause in Contracts

Title; Liens. (i) On or before the Closing Date, (x) Xxxxx City will have good, clear, record and marketable title to the Facility Site and the easements relating thereto free and clear of all Liens other than Permitted Encumbrances and (y) Xxxxx City will have good and marketable title or will have valid rights to lease or otherwise use all items of real and personal property which are material to its business, in each case free and clear of all Liens and title defects except Permitted Encumbrances, and other title defects and rights which defects and invalidity of rights would not reasonably, individually or in the aggregate, be expected to have a Material Adverse Effect. (ii) Upon execution and delivery of the Operative Documents and recording or filing (as appropriate) of the documents and instruments referred to in SCHEDULE 4.12 in accordance with SECTION 4.12, good, clear, record and valid leasehold interest in the Ground Interest will be duly, validly and effectively conveyed to the Owner Lessor upon the terms and conditions in the Facility Site Lease, free and clear of all Liens other than Permitted Encumbrances. (iii) Upon execution and delivery of, and after giving effect to the transactions contemplated by, the Operative Documents, good, clear, record and marketable title to the Undivided Interest will be duly, validly and effectively conveyed to the Owner Lessor, free and clear of all Liens, encumbrances or title defects other than Permitted Encumbrances. (iv) Assuming the representations and warranties of the Owner Lessor contained in SECTION 3.2 are true, when duly authorized, executed and delivered by each of the parties thereto, the Lease Indenture will create a valid Lien in favor of the Security Agent in the Indenture Estate and no filing, recording, registration or notice with any federal or state Governmental Authority or other action will be necessary to establish or, except for such filings and recordings and other actions referred to in SCHEDULE 4.12 hereto as will be made pursuant to SECTION 4.12, to perfect, or give record notice of, the Lien in favor of such Security Agent in the Indenture Estate to the extent such Lien may be perfected by filings, recordings, registrations or notices. (v) None of the Permitted Encumbrances could reasonably be expected to, on and after the Closing Date, materially interfere with the ownership, use, operation or possession of the Facility (as contemplated by the Operative Documents) or the use of or the exercise by the Owner Lessor of its rights under the Facility Deed, the Xxxx of Sale, the Facility Site Lease, the Easements, and Facility Site Sublease.

Title; Liens. (i) On or before the Closing Date, (x) Xxxxx City will have Midwest has good, clear, marketable record and marketable fee title to the Facility Site and the easements relating thereto Facility, free and clear of all Liens Liens, encumbrances or title defects other than Permitted Encumbrances and Lease Permitted Liens. (yii) Xxxxx City will have good and Midwest has good, clear, marketable record fee title or will have valid rights to lease or otherwise use all items of real and personal property which are material to its businessin the Facility Site, in each case free and clear of all Liens and Liens, encumbrances or title defects except other than Permitted Encumbrances, Encumbrances and other title defects and rights which defects and invalidity of rights would not reasonably, individually or in the aggregate, be expected to have a Material Adverse EffectLease Permitted Liens. (iiiii) Upon execution and delivery of the Operative Documents and recording or filing (as appropriate) of the documents and instruments referred to in SCHEDULE 4.12 in accordance with SECTION 4.124.14, good, clear, record and valid leasehold interest in the Ground Interest will be duly, validly and effectively conveyed to the Owner Lessor upon the terms and conditions in the Facility Site Lease, free and clear of all Liens Liens, encumbrances or title defects other than Permitted EncumbrancesEncumbrances and Lease Permitted Liens. (iiiiv) Upon execution and delivery of, and after giving effect to the transactions contemplated by, of the Operative Documents, good, clear, record and marketable fee simple title to the Undivided Interest will be duly, validly and effectively conveyed to the Owner Lessor, free and clear of all Liens, encumbrances encum- brances or title defects other than Permitted Encumbrances. (iv) Assuming the representations Encumbrances and warranties of the Owner Lessor contained in SECTION 3.2 are true, when duly authorized, executed and delivered by each of the parties thereto, the Lease Indenture will create a valid Lien in favor of the Security Agent in the Indenture Estate and no filing, recording, registration or notice with any federal or state Governmental Authority or other action will be necessary to establish or, except for such filings and recordings and other actions referred to in SCHEDULE 4.12 hereto as will be made pursuant to SECTION 4.12, to perfect, or give record notice of, the Lien in favor of such Security Agent in the Indenture Estate to the extent such Lien may be perfected by filings, recordings, registrations or noticesPermitted Liens. (v) None of the Permitted Encumbrances could reasonably be expected toand Lease Permitted Liens will, on and after the Closing Datedate of execution and delivery hereof and the Closing, materially interfere with the ownership, use, operation or possession of the Facility (as contemplated by the Operative Opera- tive Documents) or the use of or the exercise by the Owner Lessor of its rights under the Facility Deed, Site Lease with respect to the Xxxx of Sale, the Facility Site Lease, the Easements, and Facility Site SubleaseFacility.

Title; Liens. (i) On or before the Closing Date, (x) Xxxxx City will have good, clear, record The Lessee has good and marketable valid title to the Undivided Interest, the Ancillary Facilities and a 93.825% undivided interest in the Facility Site and the easements relating thereto free and clear of all Liens other than Permitted Encumbrances and (y) Xxxxx City will have good and marketable title or will have valid rights to lease or otherwise use all items of real and personal property which are material to its businessSite, in each case free and clear of all Liens other than Permitted Liens and title defects except Permitted Encumbrances, and other title defects and rights which defects and invalidity of rights would not reasonably, individually or in the aggregate, be expected to have a Material Adverse Effect. (ii) Upon execution and delivery of the Operative Lessee Documents and recording or filing (as appropriate) of the documents and instruments Permits referred to in SCHEDULE 4.12 in accordance with SECTION 4.12Part I of Schedule 4.5 which are required to be recorded or filed, goodas noted therein, clear, record (A) good and valid leasehold interest in title to the Ground Undivided Interest will be have been duly, validly and effectively conveyed and transferred to the Owner Lessor, and the Lessor upon the terms and conditions in the Facility Site Leaseshall hold such title, free and clear of all Liens other than Permitted Liens and Permitted Encumbrances. (iii) Upon execution and delivery of, and after giving effect to (B) a good and valid leasehold interest in the transactions contemplated by, the Operative Documents, good, clear, record and marketable title to the Undivided Ground Interest will be have been duly, validly and effectively conveyed granted to the Owner LessorLessor upon the terms and conditions in the Site Lease, and the Lessor shall hold such interest, free and clear of all Liens, encumbrances or title defects Liens other than Permitted Liens and Permitted Encumbrances. The descriptions of the Undivided Interest and the Facility Site set forth herein and in the Facility Lease and the Site Lease, respectively, are true, complete and accurate descriptions of the property leased thereunder, and the Facility is located wholly within the boundaries of the Facility Site, without any material encroachments therefrom. (iviii) Assuming the representations and warranties of the Owner Lessor contained in SECTION 3.2 are true, when When duly authorized, executed and delivered by each of the parties thereto, the Lease Indenture will create a valid and, when the required Permits noted on Part I of Schedule 4.5 have been obtained, first priority perfected Lien in favor of the Security Agent Indenture Trustee in the Indenture Estate to the extent such Lien may be perfected by obtaining any Permits, and no filingother Permit from, recordingor payment of any fees to, registration or notice with any federal or state Governmental Authority or other action Entity will be necessary to establish or, except for such filings and recordings and other actions referred to in SCHEDULE 4.12 hereto as will be made pursuant to SECTION 4.12, or to perfect, or give record notice of, the Lien in favor of such Security Agent the Indenture Trustee in the Indenture Estate to the extent such Lien may be perfected by filings, recordings, registrations or noticesEstate. (viv) None of the Permitted Encumbrances could reasonably be expected towill, on and after the Closing Date, materially adversely interfere with the ownership, use, operation or possession of the Facility and the Ancillary Facilities (as contemplated by the Operative Lessee Documents) or the use of or the exercise by the Owner Lessor of its rights under the Facility Deed, the Xxxx of Sale, the Facility Site Lease, the Easements, and Site Sublease or the Facility Site SubleaseLease.

Title; Liens. (i) On or before the Closing Date, The Company has (xA) Xxxxx City will have good, clear, record and marketable title to to, and a fee simple interest in, the Facility Site and the easements relating thereto Facility, free and clear of all Liens other than Permitted Encumbrances Encumbrances, and (yB) Xxxxx City will have good good, record and marketable title or will have valid rights to lease or otherwise use all items of real and personal property which are material to its businessa fee simple interest in the Facility Site, in each case free and clear of all Liens and title defects except other than Permitted Encumbrances, and other title defects and rights which defects and invalidity of rights would not reasonably, individually or in the aggregate, be expected to have a Material Adverse Effect. (ii) Upon execution and delivery of the Operative Documents and recording or filing (as appropriate) of the documents and instruments referred to in SCHEDULE 4.12 Schedule 1 in accordance with SECTION 4.12Section 4(q), (A) good, clearrecord and marketable title to, and a fee simple interest in, the Facility will be duly, validly and effectively conveyed and transferred to the Owner Lessor, free and clear of all Liens other than Permitted Liens as set forth in (a), (b), (c), (d) (solely for taxes not yet due and payable) and (h), and (B) good, record and valid leasehold interest in the Ground Interest Facility Site will be duly, validly and effectively conveyed to the Owner Lessor upon the terms and conditions in the Facility Site Lease, free and clear of all Liens other than Permitted EncumbrancesLiens as set forth in (a), (b), (c), (d) (solely for taxes not yet due and payable) and (h). (iii) Upon execution and delivery of, and after giving effect to the transactions contemplated by, the Operative Documents, good, clear, record and marketable title to the Undivided Interest will be duly, validly and effectively conveyed to the Owner Lessor, free and clear of all Liens, encumbrances or title defects other than Permitted Encumbrances. (iv) Assuming the representations and warranties of the Owner Lessor contained in SECTION 3.2 are true, when When duly authorized, executed and delivered by each of the parties thereto, the Lease Indenture will create a valid Lien in favor of the Security Agent Lease Indenture Trustee in the Indenture Estate and no filing, recording, registration or notice with any federal or state Governmental Authority or other action Entity will be necessary to establish or, except for such filings and recordings and other actions referred to in SCHEDULE 4.12 hereto as will be made pursuant to SECTION 4.12Section 4(q), to perfect, or give record notice of, the Lien in favor of such Security Agent the Lease Indenture Trustee in the Indenture Estate to the extent such Lien may be perfected by filings, filings or recordings, registrations or notices. (v) None of the Permitted Encumbrances could reasonably be expected to, on and after the Closing Date, materially interfere with the ownership, use, operation or possession of the Facility (as contemplated by the Operative Documents) or the use of or the exercise by the Owner Lessor of its rights under the Facility Deed, the Xxxx of Sale, the Facility Site Lease, the Easements, and Facility Site Sublease.

Title; Liens. (i) On or before the Closing Date, (x) Xxxxx City will have Midwest has good, clear, marketable record and marketable fee title to in the Facility Site and the easements relating thereto Site, free and clear of all Liens Liens, encumbrances or title defects other than Permitted Encumbrances and (y) Xxxxx City will have good and marketable title or will have valid rights to lease or otherwise use all items of real and personal property which are material to its business, in each case free and clear of all Liens and title defects except Lease Permitted Encumbrances, and other title defects and rights which defects and invalidity of rights would not reasonably, individually or in the aggregate, be expected to have a Material Adverse EffectLiens. (ii) Upon execution and delivery of the Operative Documents and recording or filing (as appropriate) of the documents and instruments referred to in SCHEDULE 4.12 in accordance with SECTION 4.124.19, good, clear, record and valid leasehold interest in the Ground Interest will be duly, validly and effectively conveyed to the Owner Lessor upon the terms and conditions in the Facility Site Lease, free and clear of all Liens Liens, encumbrances or title defects other than Permitted EncumbrancesEncumbrances and Lease Permitted Liens. (iii) Upon Giving effect to the transaction contemplated by the ASA and upon execution and delivery of, and after giving effect to the transactions contemplated by, of the Operative Documents, good, clear, record and marketable fee simple title to the Undivided Interest will be duly, validly and effectively conveyed to the Owner Lessor, free and clear of all Liens, encumbrances or title defects other than Permitted EncumbrancesEncumbrances and Lease Permitted Liens. (iv) Assuming the representations and warranties of the Owner Lessor contained in SECTION 3.2 are true, when duly authorized, executed and delivered by each of the parties thereto, the Lease Indenture will create a valid Lien in favor of the Security Agent in the Indenture Estate and no filing, recording, registration or notice with any federal or state Governmental Authority or other action will be necessary to establish or, except for such filings and recordings and other actions referred to in SCHEDULE 4.12 hereto as will be made pursuant to SECTION 4.12, to perfect, or give record notice of, the Lien in favor of such Security Agent in the Indenture Estate to the extent such Lien may be perfected by filings, recordings, registrations or notices. (v) None of the Permitted Encumbrances could reasonably be expected toand Lease Permitted Liens will, on and after the Closing DateClosing, materially interfere with the ownership, use, operation or possession of the Facility (as contemplated by the Operative Documents) or the use of or the exercise by the Owner Lessor of its rights under the Facility Deed, Site Lease with respect to the Xxxx of Sale, the Facility Site Lease, the Easements, and Facility Site SubleaseFacility.

Title; Liens. (i) On or before the Closing Date, (x) Xxxxx City will have good, clear, record and marketable title to the Facility Site and the easements relating thereto Easement Areas free and clear of all Liens other than Permitted Encumbrances and (y) Xxxxx City will have good and marketable title or will have valid rights to lease or otherwise use all items of real and personal property which are material to its business, in each case free and clear of all Liens and title defects except Permitted Encumbrances, and other title defects and rights which defects and invalidity of rights would not reasonably, individually or in the aggregate, be expected to have a Material Adverse Effect. (ii) Upon execution and delivery of the Operative Documents and recording or filing (as appropriate) of the documents and instruments referred to in SCHEDULE 4.12 in accordance with SECTION 4.12, good, clear, record and valid leasehold interest in the Ground Interest will be duly, validly and effectively conveyed to the Owner Lessor upon the terms and conditions in the Facility Site Lease, free and clear of all Liens other than Permitted Encumbrances. (iii) Upon execution and delivery of, and after giving effect to the transactions contemplated by, the Operative Documents, good, clear, record and marketable title to the Undivided Interest will be duly, validly and effectively conveyed to the Owner Lessor, free and clear of all Liens, encumbrances or title defects other than Permitted Encumbrances. (iv) Assuming the representations and warranties of the Owner Lessor contained in SECTION 3.2 are true, when duly authorized, executed and delivered by each of the parties thereto, the Lease Indenture will create a valid Lien in favor of the Security Agent in the Indenture Estate and no filing, recording, registration or notice with any federal or state Governmental Authority or other action will be necessary to establish or, except for such filings and recordings and other actions referred to in SCHEDULE 4.12 hereto as will be made pursuant to SECTION 4.12, to perfect, or give record notice of, the Lien in favor of such Security Agent in the Indenture Estate to the extent such Lien may be perfected by filings, recordings, registrations or notices. (v) None of the Permitted Encumbrances could reasonably be expected to, on and after the Closing Date, materially interfere with the ownership, use, operation or possession of the Facility (as contemplated by the Operative Documents) or the use of or the exercise by the Owner Lessor of its rights under the Facility Deed, the Xxxx of Sale, the Facility Site Lease, the Easements, and Facility Site Sublease.

Title; Liens. On the Closing Date and at all times thereafter until Xxxxxxxx’s obligations hereunder are satisfied in full, Borrower will have marketable fee simple title to the Project, subject only to the Permitted Encumbrances. Xxxxxxxx represents that no work has commenced on the Project that would cause mechanics liens to take priority over the Deed of Trust unless approved in writing by Xxxxxx and affirmatively covered by the Title Policy. Borrower shall maintain the lien of the Deed of Trust as a valid first priority lien on the Project and agrees that it will not suffer or permit any liens (other than the Permitted Encumbrances and Subordinate Loan Documents) or mechanics’ liens to be claimed or filed or otherwise asserted against the Project and will promptly discharge the same in case of the filing of any claims for lien or proceedings for the enforcement thereof, and will pay all special assessments which have been placed in collection and real estate taxes and assessments of every kind upon the Land, before the same become delinquent. In the event that any claim of lien is asserted against the Project or any claim is asserted against Lender by any Person furnishing labor or materials to the Project, Borrower shall immediately give notice of the same to Lender and shall, promptly and in any event within ten (10) Business Days, (a) pay and discharge the same, or (b) effect the release thereof by delivering to Lender a surety bond complying with the requirements of applicable Laws for the release of the lien or claim, (c) escrowing funds in an amount acceptable to Lender, or (d) obtain affirmative title insurance coverage insuring over the lien in form and substance acceptable to Lender. Notwithstanding the foregoing, Lender shall have the right but not the obligation, to (i) On fund a portion of a Draw Request, withholding an amount that Lender deems sufficient to satisfy any lien, or before the Closing Date, (x) Xxxxx City will have good, clear, record and marketable title to the Facility Site and the easements relating thereto free and clear of all Liens other than Permitted Encumbrances and (y) Xxxxx City will have good and marketable title or will have valid rights to lease or otherwise use all items of real and personal property which are material to its business, in each case free and clear of all Liens and title defects except Permitted Encumbrances, and other title defects and rights which defects and invalidity of rights would not reasonably, individually or in the aggregate, be expected to have a Material Adverse Effect. (ii) Upon execution and delivery accept a cash deposit or other security in lieu of the Operative Documents and recording or filing surety bond described in clause (as appropriateb) of the documents immediately preceding sentence. If Borrower shall fail promptly to discharge claims, taxes or assessments asserted against Borrower or the Property and instruments referred cause any judgment or decree to be satisfied and any lien to be released, then and in SCHEDULE 4.12 any such event Lender may, at its election (but shall not be required to), procure the release and discharge of any such claim and any judgment or decree thereon and, further, in accordance its sole discretion effect any settlement or compromise of the same. Any amounts expended by Lender in connection therewith, including premiums paid or security furnished in connection with SECTION 4.12the issuance of any surety bonds, goodshall be a Protective Advance. In settling, clearcompromising, record and valid leasehold interest in discharging or providing indemnity or security for any claim for lien, tax or assessment, Lender shall not be required to inquire into the Ground Interest will validity or amount thereof. In no event shall Lender be dulyliable to any general contractor, validly and effectively conveyed design professional, subcontractor, materialman or any other Person providing, furnishing or delivering services, labor, equipment or material to the Owner Lessor upon the terms and conditions in the Facility Site Lease, free and clear of all Liens other than Permitted EncumbrancesProject. (iii) Upon execution and delivery of, and after giving effect to the transactions contemplated by, the Operative Documents, good, clear, record and marketable title to the Undivided Interest will be duly, validly and effectively conveyed to the Owner Lessor, free and clear of all Liens, encumbrances or title defects other than Permitted Encumbrances. (iv) Assuming the representations and warranties of the Owner Lessor contained in SECTION 3.2 are true, when duly authorized, executed and delivered by each of the parties thereto, the Lease Indenture will create a valid Lien in favor of the Security Agent in the Indenture Estate and no filing, recording, registration or notice with any federal or state Governmental Authority or other action will be necessary to establish or, except for such filings and recordings and other actions referred to in SCHEDULE 4.12 hereto as will be made pursuant to SECTION 4.12, to perfect, or give record notice of, the Lien in favor of such Security Agent in the Indenture Estate to the extent such Lien may be perfected by filings, recordings, registrations or notices. (v) None of the Permitted Encumbrances could reasonably be expected to, on and after the Closing Date, materially interfere with the ownership, use, operation or possession of the Facility (as contemplated by the Operative Documents) or the use of or the exercise by the Owner Lessor of its rights under the Facility Deed, the Xxxx of Sale, the Facility Site Lease, the Easements, and Facility Site Sublease.

Title; Liens. (i) On or before the Closing Date, The Facility Lessee has (xA) Xxxxx City will have good, clear, record and marketable title to the Facility Site and the easements relating thereto Interest free and clear of all Liens other than Permitted Encumbrances Liens, and (yB) Xxxxx City will good, clear, record fee title in the Ground Interest, free and clear of all Liens other than Permitted Liens. The Facility Lessee and the Subsidiary Guarantors have good and marketable title or will have valid rights to lease or otherwise use use, all items of real and personal property which are material to its businesstheir respective businesses, in each case free and clear of all Liens and title defects except Permitted EncumbrancesObligor Liens, and other title defects and rights which defects and invalidity of rights would could not reasonably, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) Upon execution and delivery of the Operative Documents and recording or filing (as appropriate) of the documents and instruments referred to in SCHEDULE 4.12 Part 1 of Schedule 1 in accordance with SECTION 4.12Section 4.1(s), (A) good, clear, record and marketable title to the Facility Interest will be duly, validly and effectively conveyed and transferred to the Owner Lessor, free and clear of all Liens other than Permitted Liens, and (B) good, clear, record and valid leasehold interest in the Ground Interest will be duly, validly and effectively conveyed to the Owner Lessor upon the terms and conditions in the Facility Site LeaseLease and Sublease, free and clear of all Liens other than Permitted EncumbrancesLiens. (iii) Upon execution and delivery of, and after giving effect to the transactions contemplated by, the Operative Documents, good, clear, record and marketable title to the Undivided Interest will be duly, validly and effectively conveyed to the Owner Lessor, free and clear of all Liens, encumbrances or title defects other than Permitted Encumbrances. (iv) Assuming the representations and warranties of the Owner Lessor contained in SECTION 3.2 are true, when When duly authorized, executed and delivered by each of the parties thereto, the Lease Indenture will create a valid Lien in favor of the Security Agent Lease Indenture Trustee in the Indenture Estate and no filing, recording, registration or notice with any federal or state Governmental Authority or other action Entity will be necessary to establish or, except for such filings and recordings and other actions referred to in SCHEDULE 4.12 Part 2 of Schedule 1 hereto as will be made pursuant to SECTION 4.12Section 4.1(s), to perfect, or give record notice of, the Lien in favor of such Security Agent Lease Indenture Trustee in the Indenture Estate to the extent such Lien may be perfected by filings, recordings, registrations or notices. (viv) None of the Permitted Encumbrances could reasonably be expected towill, on and after the Closing DateClosing, materially interfere with the ownership, use, operation or possession of the Facility (as contemplated by the Operative DocumentsDocuments and the Owners Agreement) or the use of or the exercise by the Owner Lessor in accordance with the Owners Agreement of its rights under the Facility Deed, Deed and Bill xx Sale or the Xxxx of Sale, the Facility Site Lease, the Easements, Lease and Facility Site Sublease.

Title; Liens. (i) On or before the Closing Date, (x) Xxxxx City will have good, clear, record and marketable title to the Facility Site and the easements relating thereto Easement Areas free and clear of all Liens other than Permitted Encumbrances and (y) Xxxxx City will have good and marketable title or will have valid rights to lease or otherwise use all items of real and personal property which are material to its business, in each case free and clear of all Liens and title defects except Permitted Encumbrances, and other title defects and rights which defects and invalidity of rights would not reasonably, individually or in the aggregate, be expected to have a Material Adverse Effect. (ii) Upon execution and delivery of the Operative Documents and recording or filing (as appropriate) of the documents and instruments referred to in SCHEDULE Schedule 4.12 in accordance with SECTION Section 4.12, good, clear, record and valid leasehold interest in the Ground Interest will be duly, validly and effectively conveyed to the Owner Lessor upon the terms and conditions in the Facility Site Lease, free and clear of all Liens other than Permitted Encumbrances. (iii) Upon execution and delivery of, and after giving effect to the transactions contemplated by, the Operative Documents, good, clear, record and marketable title to the Undivided Interest will be duly, validly and effectively conveyed to the Owner Lessor, free and clear of all Liens, encumbrances or title defects other than Permitted Encumbrances. (iv) Assuming the representations and warranties of the Owner Lessor contained in SECTION Section 3.2 are true, when duly authorized, executed and delivered by each of the parties thereto, the Lease Indenture will create a valid Lien in favor of the Security Agent in the Indenture Estate and no filing, recording, registration or notice with any federal or state Governmental Authority or other action will be necessary to establish or, except for such filings and recordings and other actions referred to in SCHEDULE Schedule 4.12 hereto as will be made pursuant to SECTION Section 4.12, to perfect, or give record notice of, the Lien in favor of such Security Agent in the Indenture Estate to the extent such Lien may be perfected by filings, recordings, registrations or notices. (v) None of the Permitted Encumbrances could reasonably be expected to, on and after the Closing Date, materially interfere with the ownership, use, operation or possession of the Facility (as contemplated by the Operative Documents) or the use of or the exercise by the Owner Lessor of its rights under the Facility Deed, the Xxxx of Sale, the Facility Site Lease, the Easements, and Facility Site Sublease.

Title; Liens. (i) On or before the Closing Date, The Owner Lessor has (xA) Xxxxx City will have good, clear, record and marketable title to the Facility Site and the easements relating thereto free and clear of all Liens other than Permitted Encumbrances and (y) Xxxxx City will have good and marketable title or will have valid rights to lease or otherwise use all items of real and tangible personal property which are material to its business, in each case free and clear of all Liens and title defects except Permitted Encumbrances, and other title defects and rights which defects and invalidity of rights would not reasonably, individually or in the aggregate, be expected to have forming a Material Adverse Effect. (ii) Upon execution and delivery part of the Operative Documents and recording or filing (as appropriate) Collateral purported to be covered by the Lien of the documents and instruments referred to in SCHEDULE 4.12 in accordance with SECTION 4.12, good, clear, record and valid leasehold interest in the Ground Interest will be duly, validly and effectively conveyed to the Owner Lessor upon the terms and conditions in the Facility Site LeaseSecurity Documents, free and clear of all Liens other than Permitted Encumbrances. Liens, (iiiB) Upon execution good, clear, record and delivery ofmarketable title or valid leasehold rights or other interests in the Ground Interest, free and after giving effect to the transactions contemplated by, the Operative Documents, clear of all Liens other than Permitted Liens and (C) good, clear, record and marketable title to or a valid leasehold, easement interest or, in the Undivided Interest will be dulycase of the Fuel Handling Facilities and the Common Facilities only, validly and effectively conveyed to the Owner Lessora valid right of use, free and clear of all Liens, encumbrances or title defects Liens other than Permitted EncumbrancesLiens, in all Appurtenant Rights required for access to, and construction and/or operation of, the Facility, the Fuel Handling Facilities and the Common Facilities as contemplated by the applicable Transaction Documents, other than any thereof not needed for the construction of the Facility that the Company has no reason to believe it will not be able to obtain by the time needed on commercially reasonable terms. (ivii) Assuming the representations and warranties of the Owner Lessor contained in SECTION 3.2 are true, when When duly authorized, executed and delivered by each of the parties thereto, the Lease Indenture and the other Security Documents will create a valid Lien in favor of the Security Agent Indenture Trustee in the Indenture Estate Facility, the Ground Interest, the Project Document Interest and the other Collateral and no filing, recording, registration or notice with any federal or state Governmental Authority or other action will be necessary to establish or, except for such filings and recordings and other actions referred to in SCHEDULE 4.12 hereto as will be made pursuant to SECTION 4.12Section 3.1 (q), to perfect, or give record notice of, the Lien in favor of such Security Agent the Indenture Trustee in the Indenture Estate Facility, the Ground Interest, the Project Document Interest and the other Collateral to the extent such Lien may be created or perfected by filings, filings or recordings, registrations or notices. (v) None of the Permitted Encumbrances could reasonably be expected to, on and after the Closing Date, materially interfere with the ownership, use, operation or possession of the Facility (as contemplated by the Operative Documents) or the use of or the exercise by the Owner Lessor of its rights under the Facility Deed, the Xxxx of Sale, the Facility Site Lease, the Easements, and Facility Site Sublease.