Common use of Warranty of Leasehold Estate and Title Clause in Contracts

Warranty of Leasehold Estate and Title. Mortgagor represents and warrants that as of the date hereof: (a) Mortgagor is duly authorized under the laws of the State of New Jersey and all other applicable laws to execute and deliver the Mortgage Documents, and all corporate and partnership action on Mortgagor's part necessary for the valid execution and delivery of the Mortgage Documents has been duly and effectively taken; (b) Mortgagor is the lawful owner and is lawfully seized and possessed of the Owned Land and all buildings and improvements thereon, free and clear of all Liens, charges or encumbrances, other than the Mortgage Documents and the Existing Encumbrances; (c) Mortgagor is the holder of and has good and marketable title to the leasehold interests and leasehold estates under all existing Facility Leases and the easement interests and easement estates under the Convention Hall Easements, subject to no Lien, encumbrance or charge other than the Mortgage Documents and the Existing Encumbrances; (d) (i) each existing Facility Lease is a valid and subsisting demise of the respective Leased Land for the term therein set forth, and without limiting the generality of the foregoing, all conditions to the effectiveness of the Ground Leases contained in Article Fifty-First of the Ground Leases have been either waived or satisfied, (ii) there are no defaults under any Facility Lease by any lessor or the lessee as to which written notice has been given to or by the lessee, (iii) Mortgagor has delivered to Mortgagee a true and correct copy of each existing Facility Lease, and all modifications, amendments and supplements thereto, and (iv) each existing Facility Lease is in full force and effect and has not been modified, amended or supplemented, except as described on Schedule 2; (e) Mortgagor has good title to the Operating Assets, subject to no Lien, encumbrance or charge, other than the Mortgage Documents and the Existing Encumbrances; (f) Mortgagor has good and lawful right and authority to execute this Mortgage and to grant, bargain, sell, alien, convey, assign, transfer, hypothecate, pledge, mortgage and confirm the Trust Estate as provided herein (including, without limitation, with respect to the Operating Assets and Facility Leases), without the consent of any third party, other than governmental authorities and certain Superior Mortgage holders and other secured Persons but any applicable or necessary consent or approval of any such governmental authority, Superior Mortgage holders and other such Persons has been given or waived in accordance with applicable law at or prior to the execution and delivery of this Mortgage, and upon the proper recording and indexing hereof, this Mortgage constitutes a valid first mortgage Lien and first priority security interest in the Trust Estate, subject only to Existing Encum-brances (including, without limitation, the Superior Mortgages); and (i) all amounts due under the Superior Mortgages and the instruments secured thereby have been paid to the extent they were due and payable to the date hereof, and (ii) there is no existing default under said Superior Mortgages or instruments, or in the performance of any of the terms, covenants, conditions or warranties therein on the part of Mortgagor to be performed and observed thereunder as to which written notice has been given to Mortgagor. Mortgagor hereby does and shall forever warrant and defend (a) the title to the Trust Estate (including, without limitation, Mortgagor's leasehold estate under, and the lessee's interests in, each existing Facility Lease) (subject to Permitted Liens) and (b) the priority of the Lien of the Mortgage Documents thereon (subject to Permitted Liens other than Restricted Encumbranc-es), against the claims and demands of all persons whomsoever, at Mortgagor's sole cost and expense. No title company may rely on any of the foregoing representations or warranties or make any claim in connection therewith by way of subrogation or otherwise.

Warranty of Leasehold Estate and Title. Mortgagor represents and warrants that as of the date hereof: (a) Mortgagor is duly authorized under the laws of the State of New Jersey and all other applicable laws to execute and deliver the Mortgage Documents, and all corporate and partnership action on Mortgagor's part necessary for the valid execution and delivery of the Mortgage Documents has been duly and effectively taken; (b) Mortgagor is the lawful owner and is lawfully seized and possessed of the Owned Land and all buildings and improvements thereon, free and clear of all Liensliens, charges or encumbrances, other than the Mortgages, the Mortgage Documents and the Existing Encumbrances; (c) Mortgagor is the holder of and has good and marketable title to the leasehold interests and leasehold estates under all existing Facility Leases and the easement interests and easement estates under the Convention Hall EasementsLeases, subject to no Lienlien, encumbrance or charge other than the Mortgages, Mortgage Documents and the Existing Encumbrances; (d) (i) each existing Facility Lease is a valid and subsisting demise of the respective Leased Land for the term therein set forth, and without limiting the generality of the foregoing, all conditions to the effectiveness of the Ground Leases contained in Article Fifty-First of the Ground Leases have been either waived or satisfied, (ii) there are no defaults under any Facility Lease by any lessor or the lessee as to which written notice has been given to or by the lessee, (iii) Mortgagor has delivered to Mortgagee and the Trustee a true and correct copy of each existing Facility Lease, and all modifications, amendments and supplements thereto, and (iv) each existing Facility Lease is in full force and effect and has not been modified, amended or supplemented, except as described on Schedule 23; (e) Mortgagor has good title to the Operating Assets, subject to no Lienlien, encumbrance or charge, other than the Mortgage Documents and the Existing Encumbrances; (f) Mortgagor has good and lawful right and authority to execute this Mortgage and to grant, bargain, sell, alien, convey, assign, transfer, hypothecate, pledge, mortgage and confirm the Trust Estate as provided herein (including, without limitation, with respect to the Operating Assets and Facility Leases), without the consent of any third party, other than governmental authorities and certain Superior Mortgage holders and other secured Persons but any applicable or necessary consent or approval of any such governmental authority, Superior Mortgage holders authority and other such Persons has been given or waived in accordance with applicable law at or prior to the execution and delivery of this Mortgage, and upon the proper recording and indexing hereof, this Mortgage constitutes a valid first mortgage Lien lien and deed of trust and first priority security interest in the Trust Estate, subject only to the Existing Encum-brances (including, without limitationEncumbrances and the pari passu liens of the Senior Note Mortgage, the Superior Mortgages); andSenior Guarantee Mortgage and the TCHI Note Guarantee Mortgage; (i) all amounts due under the Superior Mortgages Mortgage Documents and the instruments secured thereby have been paid to the extent they were due and payable to the date hereof, and (ii) there is no existing default under said Superior Mortgages Mortgage Documents or instruments, or in the performance of any of the terms, covenants, conditions or warranties therein on the part of Mortgagor to be performed and observed thereunder as to which written notice has been given to Mortgagor. ; and (h) Mortgagor hereby does and shall forever warrant and defend (a) the title to the Trust Estate (including, without limitation, Mortgagor's leasehold estate under, and the lessee's interests in, each existing Facility Lease) (subject to Permitted Liensitems 1 and 3 listed on Schedule 3) and (b) the priority pari passu liens of the Lien of the Mortgage Documents Mortgages thereon (subject to Permitted Liens other than Restricted Encumbranc-esitems 1 and 3 listed on Schedule 3), against the claims and demands of all persons whomsoever, at Mortgagor's sole cost and expense. No title company may rely on any of the foregoing representations or warranties or make any claim in connection therewith by way of subrogation or otherwise.

Warranty of Leasehold Estate and Title. Mortgagor represents and warrants that as of the date hereof: (a) Mortgagor is duly authorized under the laws of the State of New Jersey and all other applicable laws to execute and deliver the Mortgage Documents, and all corporate and partnership Partnership action on Mortgagor's part necessary for the valid execution and delivery of the Mortgage Documents has been duly and effectively taken; (b) Mortgagor is the lawful owner and is lawfully seized and possessed of the Owned Land and all buildings and improvements thereon, free and clear of all Liensliens, charges or encumbrances, other than the Mortgages, the Mortgage Documents and the Existing Encumbrances; (c) Mortgagor is the holder of and has good and marketable title to the leasehold interests and leasehold estates under all existing Facility Leases and the easement interests and easement estates under the Convention Hall EasementsLeases, subject to no Lienlien, encumbrance or charge other than the Mortgages, Mortgage Documents and the Existing Encumbrances; (d) (i) each existing Facility Lease is a valid and subsisting demise of the respective Leased Land for the term therein set forth, and without limiting the generality of the foregoing, all conditions to the effectiveness of the Ground Leases contained in Article Fifty-First of the Ground Leases have been either waived or satisfied, (ii) there are no defaults under any Facility Lease by any lessor or the lessee as to which written notice has been given to or by the lessee, (iii) Mortgagor has delivered to Mortgagee and the Trustee a true and correct copy of each existing Facility Lease, and all modifications, amendments and supplements thereto, and (iv) each existing Facility Lease is in full force and effect and has not been modified, amended or supplemented, except as described on Schedule 23; (e) Mortgagor has good title to the Operating Assets, subject to no Lienlien, encumbrance or charge, other than the Mortgage Documents and the Existing Encumbrances; (f) Mortgagor has good and lawful right and authority to execute this Mortgage and to grant, bargain, sell, alien, convey, assign, transfer, hypothecate, pledge, mortgage and confirm the Trust Estate as provided herein (including, without limitation, with respect to the Operating Assets and Facility Leases), without the consent of any third party, other than governmental authorities and certain Superior Mortgage holders and other secured Persons but any applicable or necessary consent or approval of any such governmental authority, Superior Mortgage holders authority and other such Persons has been given or waived in accordance with applicable law at or prior to the execution and delivery of this Mortgage, and upon the proper recording and indexing hereof, this Mortgage constitutes a valid first mortgage Lien lien and deed of trust and first priority security interest in the Trust Estate, subject only to the Existing Encum-brances (including, without limitationEncumbrances and pari passu liens of the Senior Guarantee Mortgage, the Superior Mortgages); andTCHI Note Guarantee Mortgage and the Senior Partnership Upstream Note Mortgage; (i) all amounts due under the Superior Mortgages Mortgage Documents and the instruments secured thereby have been paid to the extent they were due and payable to the date hereof, and (ii) there is no existing default under said Superior Mortgages Mortgage Documents or instruments, or in the performance of any of the terms, covenants, conditions or warranties therein on the part of Mortgagor to be performed and observed thereunder as to which written notice has been given to Mortgagor. ; and (h) Mortgagor hereby does and shall forever warrant and defend (a) the title to the Trust Estate (including, without limitation, Mortgagor's leasehold estate under, and the lessee's interests in, each existing Facility Lease) (subject to Permitted Liensitems 1 and 3 listed on Schedule 3) and (b) the priority pari passu liens of the Lien of the Mortgage Documents Mortgages thereon (subject to Permitted Liens other than Restricted Encumbranc-esitems 1 and 3 listed on Schedule 3), against the claims and demands of all persons whomsoever, at Mortgagor's sole cost and expense. No title company may rely on any of the foregoing representations or warranties or make any claim in connection therewith by way of subrogation or otherwise.

Warranty of Leasehold Estate and Title. Mortgagor represents and warrants that as of the date hereof: (a) Mortgagor is duly authorized under the laws of the State of New Jersey and all other applicable laws to execute and deliver the Mortgage Documentsthis Senior Guarantee Mortgage, and all corporate and partnership action on Mortgagor's part necessary for the valid execution and delivery of the this Senior Guarantee Mortgage Documents has been duly and effectively taken; (b) Mortgagor is the lawful owner and is lawfully seized and possessed of the Owned Land and all buildings and improvements thereon, free and clear of all Liensliens, charges or encumbrances, other than the Mortgages, the Mortgage Documents and the Existing Encumbrances; (c) Mortgagor is the holder of and has good and marketable title to the leasehold interests and leasehold estates under all existing Facility Leases and the easement interests and easement estates under the Convention Hall EasementsLeases, subject to no Lienlien, encumbrance or charge other than the Mortgages, the Mortgage Documents and the Existing Encumbrances; (d) (i) each existing Facility Lease is a valid and subsisting demise of the respective Leased Land for the term therein set forth, and without limiting the generality of the foregoing, all conditions to the effectiveness of the Ground Leases contained in Article Fifty-First of the Ground Leases have been either waived or satisfied, (ii) there are no defaults under any Facility Lease by any lessor or the lessee as to which written notice has been given to or by the lessee, (iii) Mortgagor has delivered to Mortgagee and the Trustee a true and correct copy of each existing Facility Lease, and all modifications, amendments and supplements thereto, and (iv) each existing Facility Lease is in full force and effect and has not been modified, amended or supplemented, except as described on Schedule 23; (e) Mortgagor has good title to the Operating Assets, subject to no Lienlien, encumbrance or charge, other than the Mortgage Documents and the Existing Encumbrances; (f) Mortgagor has good and lawful right and authority to execute this Senior Guarantee Mortgage and to grant, bargain, sell, alien, convey, assign, transfer, hypothecate, pledge, mortgage and confirm the Trust Estate as provided herein (including, without limitation, with respect to the Operating Assets and Facility Leases), without the consent of any third party, other than governmental authorities and certain Superior Mortgage holders and other secured Persons but any applicable or necessary consent or approval of any such governmental authority, Superior Mortgage holders authority and other such Persons has been given or waived in accordance with applicable law at or prior to the execution and delivery of this Senior Guarantee Mortgage, and upon the proper recording and indexing hereof, this Senior Guarantee Mortgage constitutes a valid first mortgage Lien lien and deed of trust and first priority security interest in the Trust Estate, subject only to Existing Encum-brances (including, without limitation, Encumbrances and the Superior pari passu liens of the Mortgages); and; (i) all amounts due under the Superior Mortgages Mortgage Documents and the instruments secured thereby securing such amounts have been paid to the extent they were due and payable to the date hereof, and (ii) there is no existing default under said Superior Mortgages Mortgage Documents or instruments, or in the performance of any of the terms, covenants, conditions or warranties therein on the part of Mortgagor to be performed and observed thereunder as to which written notice has been given to Mortgagor. ; and (h) Mortgagor hereby does and shall forever warrant and defend (a) the title to the Trust Estate (including, without limitation, Mortgagor's leasehold estate under, and the lessee's interests in, each existing Facility Lease) (subject to Permitted Liensitems 1 and 3 listed on Schedule 3) and (b) the priority pari passu liens of the Lien of the Mortgage Documents Mortgages thereon (subject to Permitted Liens other than Restricted Encumbranc-esitems 1 and 3 listed on Schedule 3), against the claims and demands of all persons whomsoever, at Mortgagor's sole cost and expense. No title company may rely on any of the foregoing representations or warranties or make any claim in connection therewith by way of subrogation or otherwise.

Warranty of Leasehold Estate and Title. Mortgagor represents and warrants that as of the date hereof: (a) Mortgagor is duly authorized under the laws of the State of New Jersey and all other applicable laws to execute and deliver the Mortgage Documents, and all corporate and partnership action on Mortgagor's part necessary for the valid execution and delivery of the Mortgage Documents has been duly and effectively taken; (b) Mortgagor is the lawful owner and is lawfully seized and possessed of the Owned Land and all buildings and improvements thereon, free and clear of all Liens, charges or encumbrances, other than the Mortgage Documents and the Existing Encumbrances; (c) Mortgagor is the holder of and has good and marketable title to the leasehold interests and leasehold estates under all existing Facility Leases and the easement interests and easement estates under the Convention Hall EasementsLeases, subject to no Lien, encumbrance or charge other than the Mortgage Documents and the Existing Encumbrances; (d) (i) each existing Facility Lease is a valid and subsisting demise of the respective Leased Land for the term therein set forth, and without limiting the generality of the foregoing, all conditions to the effectiveness of the Ground Leases contained in Article Fifty-First of the Ground Leases have been either waived or satisfied, (ii) there are no defaults under any Facility Lease by any lessor or the lessee as to which written notice has been given to or by the lessee, (iii) Mortgagor has delivered to Mortgagee a true and correct copy of each existing Facility Lease, and all modifications, amendments and supplements thereto, and (iv) each existing Facility Lease is in full force and effect and has not been modified, amended or supplemented, except as described on Schedule 2; (e) Mortgagor has good title to the Operating Assets, subject to no Lien, encumbrance or charge, other than the Mortgage Documents and the Existing Encumbrances; (f) Mortgagor has good and lawful right and authority to execute this Mortgage and to grant, bargain, sell, alien, convey, assign, transfer, hypothecate, pledge, mortgage and confirm the Trust Estate as provided herein (including, without limitation, with respect to the Operating Assets and Facility Leases), without the consent of any third party, other than governmental authorities and certain Superior Mortgage holders and other secured Persons but any applicable or necessary consent or approval of any such governmental authority, Superior Mortgage holders authority and other such Persons has been given or waived in accordance with applicable law at or prior to the execution and delivery of this Mortgage, and upon the proper recording and indexing hereof, this Mortgage constitutes a valid first mortgage Lien and first priority security interest in the Trust Estate, subject only to Existing Encum-brances (including, without limitation, the Superior Mortgages); and (i) all amounts due under the Superior Mortgages and the instruments secured thereby have been paid to the extent they were due and payable to the date hereof, and (ii) there is no existing default under said Superior Mortgages or instruments, or in the performance of any of the terms, covenants, conditions or warranties therein on the part of Mortgagor to be performed and observed thereunder as to which written notice has been given to MortgagorEncumbrances. Mortgagor hereby does and shall forever warrant and defend (a) the title to the Trust Estate (including, without limitation, Mortgagor's leasehold estate under, and the lessee's interests in, each existing Facility Lease) (subject to Permitted Liens) and (b) the priority of the Lien of the Mortgage Documents thereon (subject to Permitted Liens other than Restricted Encumbranc-esEncumbrances), against the claims and demands of all persons whomsoever, at Mortgagor's sole cost and expense. No title company may rely on any of the foregoing representations or warranties or make any claim in connection therewith by way of subrogation or otherwise.

Warranty of Leasehold Estate and Title. Mortgagor represents and warrants that as of the date hereof: (a) Mortgagor is duly authorized under the laws of the State of New Jersey and all other applicable laws to execute and deliver the Mortgage Documentsthis TCHI Note Guarantee Mortgage, and all corporate and partnership action on Mortgagor's part necessary for the valid execution and delivery of the this TCHI Note Guarantee Mortgage Documents has been duly and effectively taken; (b) Mortgagor is the lawful owner and is lawfully seized and possessed of the Owned Land and all buildings and improvements thereon, free and clear of all Liensliens, charges or encumbrances, other than the Mortgages, the Mortgage Documents and the Existing Encumbrances; (c) Mortgagor is the holder of and has good and marketable title to the leasehold interests and leasehold estates under all existing Facility Leases and the easement interests and easement estates under the Convention Hall EasementsLeases, subject to no Lienlien, encumbrance or charge other than the Mortgages, the Mortgage Documents and the Existing Encumbrances; (d) (i) each existing Facility Lease is a valid and subsisting demise of the respective Leased Land for the term therein set forth, and without limiting the generality of the foregoing, all conditions to the effectiveness of the Ground Leases contained in Article Fifty-First of the Ground Leases have been either waived or satisfied, (ii) there are no defaults under any Facility Lease by any lessor or the lessee as to which written notice has been given to or by the lessee, (iii) Mortgagor has delivered to Mortgagee and the Trustee a true and correct copy of each existing Facility Lease, and all modifications, amendments and supplements thereto, and (iv) each existing Facility Lease is in full force and effect and has not been modified, amended or supplemented, except as described on Schedule 23; (e) Mortgagor has good title to the Operating Assets, subject to no Lienlien, encumbrance or charge, other than the Mortgage Documents and the Existing Encumbrances; (f) Mortgagor has good and lawful right and authority to execute this TCHI Note Guarantee Mortgage and to grant, bargain, sell, alien, convey, assign, transfer, hypothecate, pledge, mortgage and confirm the Trust Estate as provided herein (including, without limitation, with respect to the Operating Assets and Facility Leases), without the consent of any third party, other than governmental authorities and certain Superior Mortgage holders and other secured Persons but any applicable or necessary consent or approval of any such governmental authority, Superior Mortgage holders authority and other such Persons has been given or waived in accordance with applicable law at or prior to the execution and delivery of this TCHI Note Guarantee Mortgage, and upon the proper recording and indexing hereof, this TCHI Note Guarantee Mortgage constitutes a valid first mortgage Lien lien and deed of trust and first priority security interest in the Trust Estate, subject only to the Existing Encum-brances (including, without limitationEncumbrances and the pari passu liens of the Senior Note Mortgage, the Superior Mortgages); andSenior Guarantee Mortgage and the Senior Partnership Upstream Note Mortgage; (i) all amounts due under the Superior Mortgages Mortgage Documents and the instruments secured thereby securing such amounts have been paid to the extent they were due and payable to the date hereof, and (ii) there is no existing default under said Superior Mortgages Mortgage Documents or instruments, or in the performance of any of the terms, covenants, conditions or warranties therein on the part of Mortgagor to be performed and observed thereunder as to which written notice has been given to Mortgagor. ; and (h) Mortgagor hereby does and shall forever warrant and defend (a) the title to the Trust Estate (including, without limitation, Mortgagor's leasehold estate under, and the lessee's interests in, each existing Facility Lease) (subject to Permitted Liensitems 1 and 3 listed on Schedule 3) and (b) the priority pari passu liens of the Lien of the Mortgage Documents Mortgages thereon (subject to Permitted Liens other than Restricted Encumbranc-esitems 1 and 3 listed on Schedule 3), against the claims and demands of all persons whomsoever, at Mortgagor's sole cost and expense. No title company may rely on any of the foregoing representations or warranties or make any claim in connection therewith by way of subrogation or otherwise.