Common use of Title to Collateral, etc Clause in Contracts

Title to Collateral, etc. The Mortgagor represents and warrants to and covenants with the Mortgagee that: (a) as of the date hereof and at all times hereafter while this Mortgage is outstanding, the Mortgagor (1) is and shall be the absolute owner of the legal and beneficial title to the Property and to all other property included in the Collateral, and (2) has and shall have good and marketable title in fee simple absolute to the Property, subject in each case only to this Mortgage, the liens expressly permitted pursuant to the terms of the Credit Agreement and the encumbrances set forth in SCHEDULE 2 hereto (collectively, the "PERMITTED ENCUMBRANCES"); (b) the Mortgagor has good and lawful right, power and authority to execute this Mortgage and to convey, transfer, assign, mortgage and grant a security interest in the Collateral, all as provided herein; (c) this Mortgage has been duly executed, acknowledged and delivered on behalf of the Mortgagor, all consents and other actions required to be taken by the officers, directors, shareholders and partners, as the case may be, of the Mortgagor have been duly and fully given and performed and this Mortgage constitutes the legal, valid and binding obligation of the Mortgagor, enforceable against the Mortgagor in accordance with its terms; and (d) the Mortgagor, at its expense, will warrant and defend to the Mortgagee and any purchaser under the power of sale herein or at any foreclosure sale such title to the Collateral and the first mortgage lien and first priority perfected security interest of this Mortgage thereon and therein against all claims and demands and will maintain, preserve and protect such lien and security interest and will keep this Mortgage a valid, direct first mortgage lien of record on and a first priority perfected security interest in the Collateral, subject only to the Permitted Encumbrances.

Title to Collateral, etc. The Mortgagor Grantor represents and warrants to and covenants with the Mortgagee Grantee that: (a) except as otherwise permitted by the terms of the Credit Agreement, as of the date hereof and at all times hereafter while this Mortgage Deed is outstanding, the Mortgagor Grantor (1) is and shall be the absolute owner of the legal and beneficial title to the applicable interest in the Property and to all other property included in the Collateral, and (2) has and shall have good and marketable title sufficient easement or leasehold estate, as currently represented in fee simple absolute the granting clause as of the date hereof, to the Property, subject in each case only to this MortgageDeed, the liens expressly permitted pursuant to the terms of Permitted Liens (as defined in the Credit Agreement Agreement) and the encumbrances set forth in SCHEDULE Schedule 2 hereto (collectively, the "PERMITTED ENCUMBRANCESPermitted Encumbrances"); (b) the Mortgagor Grantor has good and lawful right, power and authority to execute this Mortgage Deed and to convey, transfer, assign, mortgage set over and grant the security title to and a security interest in the Collateral, all as provided herein; (c) this Mortgage Deed has been duly executed, acknowledged and delivered on behalf of the MortgagorGrantor, all consents and other actions required to be taken by the officers, directors, shareholders and partners, as the case may be, of the Mortgagor Grantor have been duly and fully given and performed and this Mortgage Deed constitutes the legal, valid and binding obligation of the MortgagorGrantor, enforceable against the Mortgagor Grantor in accordance with its termstenors; (d) upon entry of the Interim Order, the Grantor shall have a security title on the Property and a perfected security interest in the Collateral other than the Property, senior in priority to all Liens other than the then applicable Priority Liens; and (de) the MortgagorGrantor, at its expense, will warrant and defend to the Mortgagee Grantee and any purchaser under the power of sale herein or at any foreclosure sale such title to the Collateral and the first mortgage lien security title and first priority perfected security interest of this Mortgage Deed thereon and therein against all claims and demands and will maintain, preserve and protect such lien security title and security interest and will keep this Mortgage Deed a valid, direct first mortgage lien security title of record on the Property and a first priority perfected security interest in the CollateralCollateral other than the Property, in each case senior in priority to all Liens other than the then applicable Priority Liens and subject only to the Permitted Encumbrances.

Title to Collateral, etc. The Mortgagor Trustor represents and ------------------------ warrants to and covenants with the Mortgagee Beneficiary that: (a) as of the date hereof and at all times hereafter while this Mortgage Deed of Trust is outstanding, the Mortgagor (1) Trustor is and shall be the absolute owner of the legal and beneficial title to the Property and to all other property included in the Collateral, and (2) has and shall have good and marketable title in fee simple absolute to the Property, subject in each case only to this Mortgage, the liens expressly permitted pursuant to the terms Deed of the Credit Agreement Trust and the encumbrances set forth in SCHEDULE Schedule 2 hereto (collectively, the ---------- "PERMITTED ENCUMBRANCESPermitted Encumbrances");; ---------------------- (b) the Mortgagor Trustor has good and lawful right, power and authority to execute this Mortgage Deed of Trust and to convey, transfer, assign, mortgage and grant a security interest in the Collateral, all as provided herein; (c) this Mortgage Deed of Trust has been duly executed, acknowledged and delivered on behalf of the MortgagorTrustor, all consents and other actions required to be taken by the officers, directors, shareholders and partners, as the case may be, of the Mortgagor Trustor have been duly and fully given and performed and this Mortgage Deed of Trust constitutes the legal, valid and binding obligation of the MortgagorTrustor, enforceable against the Mortgagor Trustor in accordance with its terms; and; (d) the MortgagorTrustor, at its expense, will warrant and defend to the Mortgagee Beneficiary and any purchaser under the power of sale herein or at any foreclosure sale such title to the Collateral and the first mortgage deed of trust lien and first priority perfected security interest of this Mortgage Deed of Trust thereon and therein against all claims and demands and will maintain, preserve and protect such lien and security interest and will keep this Mortgage Deed of Trust a valid, direct first mortgage deed of trust lien of record on and a first priority perfected security interest in the Collateral, subject only to the Permitted Encumbrances; and (e) the Trustor will maintain and preserve its corporate existence and good standing under the laws of the State.

Title to Collateral, etc. The Mortgagor represents and ------------------------ warrants to and covenants with the Mortgagee that: (a) as of the date hereof and at all times hereafter while this Mortgage is outstanding, the Mortgagor (1) is and shall be the absolute owner of the legal and beneficial title to the Property and to all other property included in the Collateral, and (2) has and shall have good and marketable title in fee simple absolute to the Property, subject in each case only to this Mortgage, the liens expressly permitted pursuant to the terms of the Credit Agreement Mortgage and the encumbrances set forth in SCHEDULE Schedule 2 hereto (collectively, the ---------- "PERMITTED ENCUMBRANCESPermitted Encumbrances");; ---------------------- (b) the Mortgagor has good and lawful right, power and authority to execute this Mortgage and to convey, transfer, assign, mortgage and grant a security interest in the Collateral, all as provided herein; (c) this Mortgage has been duly executed, acknowledged and delivered on behalf of the Mortgagor, all consents and other actions required to be taken by the officers, directors, shareholders and partners, as the case may be, of the Mortgagor have been duly and fully given and performed and this Mortgage constitutes the legal, valid and binding obligation of the Mortgagor, enforceable against the Mortgagor in accordance with its terms; and; (d) the Mortgagor, at its expense, will warrant and defend to the Mortgagee and any purchaser under the power of sale herein or at any foreclosure sale such title to the Collateral and the first mortgage lien mortgagel ien and first priority perfected security interest of this Mortgage thereon and therein against all claims and demands and will maintain, preserve and protect such lien and security interest and will keep this Mortgage a valid, direct first mortgage lien of record on and a first priority perfected security interest in the Collateral, subject only to the Permitted Encumbrances; and (e) the Mortgagor will maintain and preserve its corporate existence and good standing under the laws of the State.

Title to Collateral, etc. The Mortgagor represents and warrants to and covenants with the Mortgagee that: (a) except as otherwise permitted by the terms of the Credit Agreement, as of the date hereof and at all times hereafter while this Mortgage is outstanding, the Mortgagor (1) is and shall be the absolute owner of the legal and beneficial title to the applicable interest in the Property and to all other property included in the Collateral, and (2) has and shall have good and marketable title in fee simple absolute absolute, or good and sufficient easement or leasehold title, as currently represented in the granting clause as of the date hereof, to the Property, subject in each case only to this Mortgage, the liens expressly permitted pursuant to the terms of Permitted Liens (as defined in the Credit Agreement Agreement) and the encumbrances set forth in SCHEDULE Schedule 2 hereto (collectively, the "PERMITTED ENCUMBRANCESPermitted Encumbrances"); (b) the Mortgagor has good and lawful right, power and authority to execute this Mortgage and to convey, transfer, assign, mortgage and grant a security interest in the Collateral, all as provided herein; (c) this Mortgage has been duly executed, acknowledged and delivered on behalf of the Mortgagor, all consents and other actions required to be taken by the officers, directors, shareholders and partners, as the case may be, of the Mortgagor have been duly and fully given and performed and this Mortgage constitutes the legal, valid and binding obligation of the Mortgagor, enforceable against the Mortgagor in accordance with its terms; (d) upon entry of the Interim Order, the Mortgagee shall have a mortgage lien on the Property and perfected security interest in the Collateral other than the Property, in each case senior in priority to all Liens other than the then applicable Priority Liens; and (de) the Mortgagor, at its expense, will warrant and defend to the Mortgagee and any purchaser under the power of sale herein or at any foreclosure sale such title to the Collateral and the first mortgage lien and first priority perfected security interest of this Mortgage thereon and therein against all claims and demands and will maintain, preserve and protect such lien and security interest and will keep this Mortgage a valid, direct first mortgage lien of record on the Property and a first priority perfected security interest in the CollateralCollateral other than the Property, in each case senior in priority to all Liens other than the then applicable Priority Liens and subject only to the Permitted Encumbrances.

Title to Collateral, etc. The Mortgagor Grantor represents and warrants ------------------------ to and covenants with the Mortgagee Beneficiary that: (a) as of the date hereof and at all times hereafter while this Mortgage Deed of Trust is outstanding, the Mortgagor (1) Grantor is and shall be the absolute owner of the legal and beneficial title to the Property and to all other property included in the Collateral, and (2) has and shall have good and marketable title in fee simple absolute to the Property, subject in each case only to this Mortgage, the liens expressly permitted pursuant to the terms Deed of the Credit Agreement Trust and the encumbrances set forth in SCHEDULE Schedule 2 hereto (collectively, the ---------- "PERMITTED ENCUMBRANCESPermitted Encumbrances");; ---------------------- (b) the Mortgagor Grantor has good and lawful right, power and authority to execute this Mortgage Deed of Trust and to convey, transfer, assign, mortgage and grant a security interest in the Collateral, all as provided herein; (c) this Mortgage Deed of Trust has been duly executed, acknowledged and delivered on behalf of the MortgagorGrantor, all consents and other actions required to be taken by the officers, directors, shareholders and partners, as the case may be, of the Mortgagor Grantor have been duly and fully given and performed and this Mortgage Deed of Trust constitutes the legal, valid and binding obligation of the MortgagorGrantor, enforceable against the Mortgagor Grantor in accordance with its terms; and; (d) the MortgagorGrantor, at its expense, will warrant and defend to the Mortgagee Beneficiary and any purchaser under the power of sale herein or at any foreclosure sale such title to the Collateral and the first mortgage deed of trust lien and first priority perfected security interest of this Mortgage Deed of Trust thereon and therein against all claims and demands and will maintain, preserve and protect such lien and security interest and will keep this Mortgage Deed of Trust a valid, direct first mortgage deed of trust lien of record on and a first priority perfected security interest in the Collateral, subject only to the Permitted Encumbrances; and (e) the Grantor will maintain and preserve its corporate existence and good standing under the laws of the State.

Title to Collateral, etc. The Mortgagor Grantor represents and warrants to and covenants with the Mortgagee Grantee that: (a) except as otherwise permitted by the terms of the Indenture, as of the date hereof and at all times hereafter while this Mortgage Deed is outstanding, the Mortgagor Grantor (1) is and shall be the absolute owner of the legal and beneficial title to the applicable interest in the Property and to all other property included in the Collateral, and (2) has and shall have good and marketable title in fee simple absolute absolute, or easement or leasehold estate, as currently represented in the granting clause as of the date hereof, to the Property, subject in each case only to this MortgageDeed, the liens expressly permitted pursuant to the terms of the Credit Agreement Indenture and the encumbrances set forth in SCHEDULE Schedule 2 hereto (collectively, the "PERMITTED ENCUMBRANCESPermitted Encumbrances"); (b) the Mortgagor Grantor has good and lawful right, power and authority to execute this Mortgage Deed and to convey, transfer, assign, mortgage set over and grant the security title to and a security interest in the Collateral, all as provided herein; (c) this Mortgage Deed has been duly executed, acknowledged and delivered on behalf of the MortgagorGrantor, all consents and other actions required to be taken by the officers, directors, shareholders and partners, as the case may be, of the Mortgagor Grantor have been duly and fully given and performed and this Mortgage Deed constitutes the legal, valid and binding obligation of the MortgagorGrantor, enforceable against the Mortgagor Grantor in accordance with its terms; and (d) the MortgagorGrantor, at its expense, will warrant and defend to the Mortgagee Grantee and any purchaser under the power of sale herein or at any foreclosure sale such title to the Collateral and the first mortgage lien second security title and first second priority perfected security interest of this Mortgage Deed thereon and therein against all claims and demands and will maintain, preserve and protect such lien security title and security interest and will keep this Mortgage Deed a valid, direct first mortgage lien second security title of record on the Property and a first second priority perfected security interest in the CollateralCollateral other than the Property, subject only to the Permitted Encumbrances.

Title to Collateral, etc. The Mortgagor Grantor represents and warrants to and covenants with the Mortgagee Grantee that: (a) except as otherwise permitted by the terms of the Credit Agreement, as of the date hereof and at all times hereafter while this Mortgage Deed is outstanding, the Mortgagor Grantor (1) is and shall be the absolute owner of the legal and beneficial title to the applicable interest in the Property and to all other property included in the Collateral, and (2) has and shall have good and marketable title sufficient easement or leasehold estate, as currently represented in fee simple absolute the granting clause as of the date hereof, to the Property, subject in each case only to this MortgageDeed, the liens expressly permitted pursuant to the terms of the Credit Agreement and the encumbrances set forth in SCHEDULE Schedule 2 hereto (collectively, the "PERMITTED ENCUMBRANCESPermitted Encumbrances"); (b) the Mortgagor Grantor has good and lawful right, power and authority to execute this Mortgage Deed and to convey, transfer, assign, mortgage set over and grant the security title to and a security interest in the Collateral, all as provided herein; (c) this Mortgage Deed has been duly executed, acknowledged and delivered on behalf of the MortgagorGrantor, all consents and other actions required to be taken by the officers, directors, shareholders and partners, as the case may be, of the Mortgagor Grantor have been duly and fully given and performed and this Mortgage Deed constitutes the legal, valid and binding obligation of the MortgagorGrantor, enforceable against the Mortgagor Grantor in accordance with its terms; and (d) the MortgagorGrantor, at its expense, will warrant and defend to the Mortgagee Grantee and any purchaser under the power of sale herein or at any foreclosure sale such title to the Collateral and the first mortgage lien security title and first priority perfected security interest of this Mortgage Deed thereon and therein against all claims and demands and will maintain, preserve and protect such lien security title and security interest and will keep this Mortgage Deed a valid, direct first mortgage lien security title of record on the Property and a first priority perfected security interest in the CollateralCollateral other than the Property, subject only to the Permitted Encumbrances.

Title to Collateral, etc. The Mortgagor represents and ------------------------ warrants to and covenants with the Mortgagee that: (a) as of the date hereof and at all times hereafter while this Mortgage is outstanding, the Mortgagor (1) is and shall be the absolute owner of the legal and beneficial title to the Property and to all other property included in the Collateral, and (2) has and shall have good and marketable title in fee simple absolute to the Property, subject in each case only to this Mortgage, the liens expressly permitted pursuant to the terms of the Credit Agreement and the encumbrances set forth in SCHEDULE Schedule 2 hereto (collectively, the "PERMITTED ENCUMBRANCESPermitted ---------- --------- Encumbrances");; ------------ (b) the Mortgagor has good and lawful right, power and authority to execute this Mortgage and to convey, transfer, assign, mortgage and grant a security interest in the Collateral, all as provided herein;; and (c) this Mortgage has been duly executed, acknowledged and delivered on behalf of the Mortgagor, all consents and other actions required to be taken by the officers, directors, shareholders and partners, as the case may be, of the Mortgagor have been duly and fully given and performed and this Mortgage constitutes the legal, valid and binding obligation of the Mortgagor, enforceable against the Mortgagor in accordance with its terms; and (d) the Mortgagor, at its expense, will warrant and defend to the Mortgagee and any purchaser under the power of sale herein or at any foreclosure sale such title to the Collateral and the first mortgage lien and first priority perfected security interest of this Mortgage thereon and therein against all claims and demands and will maintain, preserve and protect such lien and security interest and will keep this Mortgage a valid, direct first mortgage lien of record on and a first priority perfected security interest in the Collateral, subject only to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the Permitted Encumbrancesrights of creditors generally and (b) general principles of equity.

Title to Collateral, etc. The Mortgagor represents and warrants to and covenants with the Mortgagee that: (a) except as otherwise permitted by the terms of the Credit Agreement, as of the date hereof and at all times hereafter while this Mortgage is outstanding, the Mortgagor Mortgagor (1) is and shall be the absolute owner of the legal and beneficial title to the applicable interest in the Property and to all other property included in the Collateral, and (2) has and shall have good and marketable title in fee simple absolute absolute, or good and sufficient easement or leasehold title, as currently represented in the granting clause as of the date hereof, to the Property, subject in each case only to this Mortgage, the liens expressly permitted pursuant to the terms of the Credit Agreement and the encumbrances set forth in SCHEDULE Schedule 2 hereto (collectively, the "PERMITTED ENCUMBRANCESPermitted Encumbrances"); (b) the Mortgagor has good and lawful right, power and authority to execute this Mortgage and to convey, transfer, assign, mortgage and grant a security interest in the Collateral, all as provided herein; (c) this Mortgage has been duly executed, acknowledged and delivered on behalf of the Mortgagor, all consents and other actions required to be taken by the officers, directors, shareholders and partners, as the case may be, of the Mortgagor have been duly and fully given and performed and this Mortgage constitutes the legal, valid and binding obligation of the Mortgagor, enforceable against the Mortgagor in accordance with its terms; and (d) the Mortgagor, at its expense, will warrant and defend to the Mortgagee and any purchaser under the power of sale herein or at any foreclosure sale such title to the Collateral and the first mortgage lien and first priority perfected security interest of this Mortgage thereon and therein against all claims and demands and will maintain, preserve and protect such lien and security interest and will keep this Mortgage a valid, direct first mortgage lien of record on the Property and a first priority perfected security interest in the CollateralCollateral other than the Property, subject only to the Permitted Encumbrances.

Title to Collateral, etc. The Mortgagor represents and warrants to and covenants with the Mortgagee that: (a) except as otherwise permitted by the terms of the Credit Agreement, as of the date hereof and at all times hereafter while this Mortgage is outstanding, the Mortgagor (1) is and shall be the absolute owner of the legal and beneficial title to the applicable interest in the Property and to all other property included in the Collateral, and (2) has and shall have good and marketable title in fee simple absolute absolute, or good and sufficient easement or leasehold title, as currently represented in the granting clause as of the date hereof, to the Property, subject in each case only to this Mortgage, the liens expressly permitted pursuant to the terms of Permitted Liens (as defined in the Credit Agreement Agreement) and the encumbrances set forth in SCHEDULE Schedule 2 hereto (collectively, the "PERMITTED ENCUMBRANCESPermitted Encumbrances"); (b) the Mortgagor has good and lawful right, power and authority to execute this Mortgage and to convey, transfer, assign, mortgage and grant a security interest in the Collateral, all as provided herein; (c) this Mortgage has been duly executed, acknowledged and delivered on behalf of the Mortgagor, all consents and other actions required to be taken by the officers, directors, shareholders and partners, as the case may be, of the Mortgagor have been duly and fully given and performed and this Mortgage constitutes the legal, valid and binding obligation of the Mortgagor, enforceable against the Mortgagor in accordance with its terms; and; (d) upon entry of the Interim Order, the Mortgagee shall have a mortgage lien on the Property and a perfected security interest in the Collateral other than the Property, senior in priority to all Liens other than the then applicable Priority Liens; (e) the Mortgagor, at its expense, will warrant and defend to the Mortgagee and any purchaser under the power of sale herein or at any foreclosure sale such title to the Collateral and the first mortgage lien and first priority perfected security interest of this Mortgage thereon and therein against all claims and demands and will maintain, preserve and protect such lien and security interest and will keep this Mortgage a valid, direct first mortgage lien of record on the Property and a first priority perfected security interest in the CollateralCollateral other than the Property, in each case senior in priority to all Liens other than the then applicable Priority Liens and subject only to the Permitted Encumbrances.