Common use of Title to the Mortgaged Property Clause in Contracts

Title to the Mortgaged Property. The Borrower has good and marketable, equitable and beneficial title to the Mortgaged Property, subject to no lien, charge, or encumbrance except such as are listed as unomitted exceptions to title or exclusions from coverage in the title insurance policy being issued by Commonwealth Title Insurance Company (the “Title Company”) to the Bank concurrently with the recording of the Mortgages and Permitted Encumbrances. “Permitted Encumbrance” means any of the following: mean (i) as of the date of delivery of this Agreement, the liens and encumbrances shown in Exhibit B hereto, and, as of any particular time, (ii) those liens created by or in accordance with the Loan Documents; (iii) liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings, provided such contested lien shall not remain outstanding for more than ninety (90) days with respect to which Borrower maintains adequate reserves; (iv) liens upon or in any equipment acquired, held or leased by Borrower to secure the purchase price of such equipment or the lease obligations of Borrower with respect to such equipment or indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment; (v) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described in the foregoing clauses, provided that any extension, renewal or replacement lien shall be limited to the type of property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (vi) landlord’s, owners’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceeding; (vii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (viii) deposits and other liens to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (ix) liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 9(a) of this Agreement; (xi) liens arising in the ordinary course of business, of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, and in favor of other financial institutions arising in connection with Borrower’s deposit accounts held at such institutions to secure standard fees for deposit services charged by, but not financing made available by such institutions; and (x) liens securing indebtedness expressly consented to by the Bank and subordinated to the Bank’s mortgage and security interest pursuant to the terms of a subordination agreement in form reasonably satisfactory to the Bank.

Title to the Mortgaged Property. The Borrower has good and (a) Owner is the owner of good, marketable, equitable and beneficial insurable fee simple title to the Mortgaged Property, subject including all buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to no liensuch buildings, chargeand all additions, or encumbrance except such as are listed as unomitted exceptions to title or exclusions from coverage in the title insurance policy being issued by Commonwealth Title Insurance Company (the “Title Company”) alterations and replacements made at any time with respect to the Bank concurrently with the recording foregoing, free and clear of the Mortgages liens and encumbrances except Permitted Encumbrances. “There are no outstanding options or rights of first refusal affecting the Mortgaged Property or any portion thereof. (b) Owner has full power and lawful authority to encumber the Mortgaged Property in the manner and form herein set forth. (c) This Indenture is and will remain a valid and enforceable first lien on and security interest in the Mortgaged Property, subject only to the Permitted Encumbrance” means any of Encumbrances. Any Lease which is entered into by Owner encumbering the following: mean Property shall be (i) as subordinate to the Lien of this Indenture and (ii) made on market terms, conditions and rates. Owner will provide prior written notice to Lender upon entering into any Lease together with a copy of such Lease (except for Leases with respect to the daily leasing of the conference rooms and auditorium facilities.) (d) Owner will preserve such title and will forever warrant and defend the same and the validity and priority of the Lien hereof to Lender, against all claims whatsoever. (e) Subject to Owner's right to conduct a Permitted Contest pursuant to Section 2.8 with respect thereto, Owner shall pay when due and payable, all payments and charges due under or in connection with any Liens and encumbrances on, and security interests in and to, the Mortgaged Property or any portion thereof, all rents and charges under any ground leases affecting the Mortgaged Property, and all claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in or permit the creation of a Lien on the Mortgaged Property or any portion thereof which does not constitute a Permitted Encumbrance. Owner shall not effect, permit or suffer to exist (except in connection with a Permitted Contest pursuant to Section 2.8) the imposition of any Lien (other than Permitted Encumbrances) on the Mortgaged Property, and Owner shall promptly cause the full and unconditional discharge of any such Lien imposed on or against the Mortgaged Property or any portion thereof by either payment in full thereof or filing any bond required by law to effect such discharge. Owner shall do or cause to be done, at the sole cost of Owner, everything reasonably necessary to fully preserve the first priority of the Lien of this Indenture on the Mortgaged Property, subject only to Permitted Encumbrances. If Owner fails to make any such payment or if a Lien attaches to the Mortgaged Property or any portion thereof (except in connection with a Permitted Contest pursuant to Section 2.8) Lender may (but shall not be obligated to) make such payment or discharge such Lien, and Owner shall reimburse Lender on demand for all such Advances, together with interest thereon at the Default Rate from the date paid by Lender to the date of delivery repayment, and such sum shall be part of the Indebtedness secured by this Indenture, but this sentence shall not prevent any default by Owner in the observance of this AgreementSection from becoming an Event of Default. (f) Owner shall do, execute, acknowledge and deliver, at Owner's sole cost and expense, such further acts, instruments or documentation, including additional title insurance policies or endorsements, as Lender may reasonably require from time to time to better assure, transfer and confirm unto Lender the rights now or hereafter intended to be granted to Lender under this Indenture or any other Loan Document; provided, however, that no such further acts, -------- ------- instruments or documentation shall increase Owner's obligations under the Loan Documents. (g) Owner shall pay any and all taxes, charges, filing, registration and recording fees, excises and levies imposed upon Lender in connection with the execution, delivery and/or recording of this Indenture or any other Loan Document or by reason of its interest in, or measured by amounts payable under, the liens Note, this Indenture or any other Loan Document (other than income, franchise and encumbrances shown doing business taxes), and shall pay all stamp taxes and other taxes required to be paid on the Note or the other Loan Documents. If Owner fails to make such payment within five (5) days after notice thereof from Lender, Lender may (but shall not be obligated to) pay the amount due, and Owner shall reimburse Lender on demand for all such Advances with interest thereon at the Default Rate from the date paid by Lender to the date of repayment, and such sum shall be part of the Indebtedness secured by this Indenture, but this sentence shall not prevent any default by Owner in Exhibit B heretothe observance of this Section from becoming an Event of Default. (h) Owner will, andupon the execution and delivery hereof, as of any particular and thereafter from time to time, cause this Indenture, each supplement and amendment to each of said instruments and Financing Statements with respect thereto, to be filed, registered and recorded as may be required by law to publish notice of and maintain the Lien hereof upon the Mortgaged Property. Owner will, from time to time, perform or cause to be performed any other act as required by law, and will execute or cause to be executed any and all further instruments (iiincluding Financing Statements, continuation statements and similar statements with respect to any of said documents) those liens created requested by or Lender for such purposes. If Owner shall fail to execute, deliver and file such Financing Statements and other instruments in accordance with the Loan Documents; (iii) liens for taxesprovisions of this Section, feesLender shall be and is hereby irrevocably appointed the agent and attorney-in-fact of Owner to do so, assessments or other governmental charges or levieswith full power of substitution, either not delinquent or being contested in good faith by appropriate proceedingswhich appointment is coupled with an interest, provided such contested lien but this sentence shall not remain outstanding for more than ninety (90) days with respect to which Borrower maintains adequate reserves; (iv) liens upon or in prevent any equipment acquired, held or leased default by Borrower to secure the purchase price of such equipment or the lease obligations of Borrower with respect to such equipment or indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment; (v) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described Owner in the foregoing clauses, provided that any extension, renewal or replacement lien shall be limited to the type observance of property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (vi) landlord’s, owners’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceeding; (vii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (viii) deposits and other liens to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (ix) liens arising this Section from judgments, decrees or attachments in circumstances not constituting becoming an Event of Default under Section 9(aDefault. (i) The Mortgaged Property consists of this Agreement; two separate legal parcels each of which is, or as to Lot 33 as shown on Subdivision Plan of Land in Canton, Massachusetts, Plan No. 14945 O (xi"Lot 33") liens arising in the ordinary course of businesswill be, of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, separately taxed and in favor of other financial institutions arising in connection with Borrower’s deposit accounts held at such institutions to secure standard fees for deposit services charged by, but not financing made available by such institutions; and (x) liens securing indebtedness expressly consented to by the Bank and subordinated to the Bank’s mortgage and security interest pursuant to the terms of a subordination agreement in form reasonably satisfactory to the Bankassessed.

Title to the Mortgaged Property. The Borrower Mortgagor represents and warrants that: (a) it has good and marketable, equitable and beneficial marketable fee simple title to the Mortgaged Property, free and clear of any Liens and encumbrances, other than the Permitted Encumbrances related thereto, and is lawfully seized and possessed of the Mortgaged Property; (b) this Mortgage is a valid first priority Lien upon the Mortgaged Property (subject to no lien, charge, the Permitted Encumbrances related thereto); (c) it has full corporate (or encumbrance except such as are listed as unomitted exceptions other organizational) power and authority to title or exclusions from coverage encumber the Mortgaged Property in the title insurance policy being issued manner set forth herein; and (d) except as otherwise permitted by Commonwealth Title Insurance Company (the “Title Company”) law, there are no defenses or offsets to this Mortgage or to the Bank concurrently with Obligations which it secures. The Mortgagor shall preserve such title and the recording validity and priority of this Mortgage and shall, until payment and performance in full of the Mortgages and Permitted Encumbrances. “Permitted Encumbrance” means any of the following: mean (i) as of the date of delivery of this Agreement, the liens and encumbrances shown in Exhibit B hereto, and, as of any particular time, (ii) those liens created by or Obligations in accordance with the Loan Documents; (iii) liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings, provided such contested lien shall not remain outstanding for more than ninety (90) days with respect to which Borrower maintains adequate reserves; (iv) liens upon or in any equipment acquired, held or leased by Borrower to secure the purchase price of such equipment or the lease obligations of Borrower with respect to such equipment or indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment; (v) liens incurred in connection with the extension, renewal or refinancing provisions of the indebtedness secured by liens Credit Agreement, warrant and defend the same to the Mortgagee and the Mortgagee’s successors and assigns against the claims of all Persons and parties whatsoever. The Mortgagor shall take no action nor shall it fail to take any action which could result in an impairment of the type described Lien of this Mortgage or which could form the basis for any Person(s) to claim an interest in the foregoing clausesMortgaged Property (including, provided that without limitation, any extension, renewal claim for adverse use or replacement lien shall be limited to possession or any implied dedication or easement by prescription) other than Leases and Permitted Encumbrances related thereto permitted under the type of property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (vi) landlord’s, owners’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceeding; (vii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (viii) deposits and other liens to secure the performance of bids, trade contracts Credit Agreement. If any Lien (other than for borrowed money)a Permitted Encumbrance related to the Mortgaged Property) is asserted against the Mortgaged Property, leasesthe Mortgagor shall promptly upon obtaining knowledge thereof, statutory obligationsat its expense pay the Lien in full or take such other action to cause the Lien to be released, surety or, so long as the lien of this Mortgage is not compromised, contest the same in accordance with the provisions of the Credit Agreement. From and appeal bonds, performance bonds after the occurrence and other obligations during the continuance of a like nature incurred in the ordinary course of business; (ix) liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 9(a) of this Agreement; (xi) liens arising in Default, the ordinary course of business, of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, and in favor of other financial institutions arising in connection with Borrower’s deposit accounts held at such institutions to secure standard fees for deposit services charged byMortgagee may, but shall not financing made available by be obligated, to pay any such institutions; and (x) liens securing indebtedness expressly consented to asserted Lien if not timely paid by the Bank and subordinated to the Bank’s mortgage and security interest pursuant to the terms of a subordination agreement in form reasonably satisfactory to the BankMortgagor.

Title to the Mortgaged Property. The Borrower Mortgagor represents and warrants: (a) it has fee simple title to the Land and Improvements and good title to the remainder of the Mortgaged Property, free and marketableclear of any Liens, equitable other than the Liens specified on EXHIBIT B attached hereto (the "Permitted Encumbrances"); Mortgagor shall warrant, defend and beneficial preserve such title and the validity and priority of the lien of this Mortgage against the claims of all Persons; (b) upon being recorded in the real property records of Tulsa County, this Mortgage will be a valid first priority Lien upon the Mortgaged Property (subject only to the Permitted Encumbrances existing on the date hereof); (c) it has the power and authority to encumber the Mortgaged Property in the manner set forth herein; and (d) there are no defenses or offsets to this Mortgage or to the Obligations which it secures. The Mortgagor shall take no action nor shall it fail to take any action which would result in an impairment of the Lien of this Mortgage or which would form the basis for any Person(s) to properly claim an interest in the Mortgaged Property (including, without limitation, any claim for adverse use or possession or any implied dedication or easement by prescription) other than Permitted Encumbrances. If any Lien (other than a Permitted Encumbrance) attaches to the Mortgaged Property, subject to no lienthe Mortgagor shall promptly, chargeat its expense: (a) provide the Mortgagee with written notice of such Lien, or encumbrance except such as are listed as unomitted exceptions to title or exclusions from coverage in the title insurance policy being issued by Commonwealth Title Insurance Company (the “Title Company”) including information relating to the Bank concurrently amount of such Lien; and (b) pay the Lien in full or take such other action as shall be required to cause the Lien to be released; provided, that, after written notice to Mortgagee, Mortgagor, at its own expense, may contest such Lien by appropriate legal proceedings, promptly initiated and conducted in good faith and with the recording of the Mortgages and Permitted Encumbrances. “Permitted Encumbrance” means any of the following: mean due diligence, provided that (i) as no Event of the date of delivery of this Agreement, the liens Default has occurred and encumbrances shown in Exhibit B hereto, and, as of any particular timeis continuing, (ii) those liens created by Mortgagor is permitted to do so under any other mortgage or deed of trust affecting the Mortgaged Property, (iii) the proceeding is permitted under and is conducted in accordance with the Loan Documents; (iii) liens for taxesprovisions, feesif any, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings, provided such contested lien of the Credit Agreement and shall not remain outstanding for more than ninety (90) days with respect to which Borrower maintains adequate reserves; constitute a default thereunder, (iv) liens upon neither the Mortgaged Property, or any part thereof, nor the Mortgagor shall be affected in any equipment acquired, held or leased by Borrower to secure the purchase price material adverse way as a result of such equipment or the lease obligations of Borrower with respect to such equipment or indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment; proceeding, and (v) liens incurred the Lien has been discharged of record (by payment, bonding or in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described in the foregoing clauses, provided that any extension, renewal or replacement lien shall be limited a manner otherwise reasonably acceptable to the type of property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (vi) landlord’s, owners’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceeding; (vii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (viii) deposits and other liens to secure the performance of bids, trade contracts (other than for borrowed moneyMortgagee), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (ix) liens arising from judgments, decrees or attachments in circumstances not constituting . If an Event of Default under Section 9(a) of this Agreement; (xi) liens arising in shall have occurred and be continuing, the ordinary course of business, of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, and in favor of other financial institutions arising in connection with Borrower’s deposit accounts held at such institutions to secure standard fees for deposit services charged byMortgagee may, but shall not financing made available by be obligated, to pay any such institutions; and (x) liens securing indebtedness expressly consented to asserted Lien if not timely paid by the Bank and subordinated to the Bank’s mortgage and security interest pursuant to the terms of a subordination agreement in form reasonably satisfactory to the BankMortgagor.