Common use of WARRANTY OF TITLE, ETC Clause in Contracts

WARRANTY OF TITLE, ETC. (a) Mortgagor represents and warrants ---------------------- that it has good and marketable title to the Premises free and clear of all liens, charges and encumbrances of every kind and character, subject only to the encumbrances set forth in Exhibit B annexed hereto and made a part hereof (the --------- "Permitted Encumbrances"); that it has and will continue to have power and ----------------------- lawful authority to encumber and convey the Premises as provided herein and that this Mortgage is and will continue to remain a valid and enforceable mortgage lien, in accordance with Section 32 hereof. Mortgagor covenants that it will preserve such title and will forever warrant and defend the title to the Mortgaged Property (subject to the Permitted Encumbrances) unto Mortgagee against all claims whatsoever and will forever warrant and defend (subject to the Permitted Encumbrances) the validity, enforceability and priority of the lien of this Mortgage against the claims of all persons whomsoever. (b) Mortgagor, upon request, shall make, execute and deliver any and all reasonable instruments sufficient for the purpose of confirming the assignment to Mortgagee of awards for the taking by eminent domain of the whole or any part of the Premises or any easement therein, including any awards for changes of grade of streets, free, clear and discharged of any encumbrances of any kind or nature whatsoever. (c) Except for Permitted Liens under the Credit Agreement, Mortgagor will not, without the prior written consent of Mortgagee, create, place or permit to be created or placed or allow to remain, and shall discharge and release within ten (10) days of the placing thereof, any deed of trust, mortgage, trust deed, voluntary lien, security interest or other encumbrance against or covering the Mortgaged Property, whether or not subordinate hereto; provided, however, that, in connection with any involuntary -------- ------- lien, Mortgagor shall have thirty (30) days after receipt by Mortgagor of notice thereof to procure the discharge and release of any such lien by bonding or otherwise.

WARRANTY OF TITLE, ETC. Grantor represents and warrants that: (a) Mortgagor represents (i) it is the sole and warrants ---------------------- that lawful owner of the Site Leasehold Estate, (ii) it has a good and valid leasehold estate in and to the Site and the Lay-down Site, (iii) it is lawfully possessed of the Easements, (iv) Grantor has good and marketable title valid rights of access to the Premises Site for the operation of the Facility, (v) the Grantor is the sole and lawful owner of the Easement Facilities, (vi) its Site Leasehold Estate and Construction Leasehold Estate and its interest in the Facility and Easements are free and clear of all liens, charges and encumbrances of every kind and character, subject only other than the Permitted Liens, (vii) it is not required to obtain the encumbrances set forth in Exhibit B annexed hereto consent of any third-party which has not been obtained prior to encumbering and made a part hereof (conveying the --------- "Permitted Encumbrances"); that it has and will continue to have power and ----------------------- lawful authority to encumber and convey the Premises Mortgaged Property as provided herein and that herein, (viii) this Mortgage Security Deed is and will continue to remain a valid and enforceable mortgage lienfirst lien on the Mortgaged Property, subject only to the Permitted Liens, (ix) it has not previously assigned the Income or any of its other rights in accordance with Section 32 hereof. Mortgagor covenants that it will preserve such title and will forever warrant and defend the title to the Mortgaged Property Property, (subject x) there are no offsets or defenses to this Security Deed or to the Permitted EncumbrancesSecured Obligations, and (xi) unto Mortgagee against all claims whatsoever and will forever warrant and defend (subject to the Permitted Encumbrances) the validity, enforceability and priority of the lien of this Mortgage against the that there are no unpaid claims of all persons whomsoever.mechanics, materialmen or contractors that may result in the entry of a lien on the Mortgaged Property; (b) Mortgagor, upon request, shall make, execute the Facility is or will be situated on the Site and deliver any and all reasonable instruments sufficient for the purpose of confirming the assignment to Mortgagee of awards for the taking by eminent domain certain of the whole Easement Premises and the use thereof is or any part of the Premises or any easement therein, including any awards for changes of grade of streets, free, clear and discharged of any encumbrances of any kind or nature whatsoever.will be in full compliance in all material respects with all Legal Requirements; and (c) Except the Grantor has all easements and rights necessary for Permitted Liens under Grantor's construction and operation of the Credit Facility in a manner which is consistent with the Common Agreement, Mortgagor will not, without the prior written consent of Mortgagee, create, place or permit to be created or placed or allow to remain, Indenture and shall discharge and release within ten (10) days of the placing thereof, any deed of trust, mortgage, trust deed, voluntary lien, security interest or other encumbrance against or covering the Mortgaged Property, whether or not subordinate hereto; provided, however, that, in connection with any involuntary -------- ------- lien, Mortgagor shall have thirty (30) days after receipt by Mortgagor of notice thereof to procure the discharge and release of any such lien by bonding or otherwiseTransaction Documents.

WARRANTY OF TITLE, ETC. (a) Mortgagor represents and warrants ---------------------- that that: (a) (i) it is the sole and lawful owner of, and has good, marketable and indefeasible fee simple title to, the Site and Facilities on the Site, (ii) it is lawfully possessed of the Easements, (iii) Mortgagor has good and marketable valid rights of access to the Site for the operation of the Facilities, (iv) the Mortgagor has good and valid rights to use the Easement Facilities in accordance with the terms thereof, (v) its title to the Premises Site, and its interest in the Facilities and Easements are free and clear of all liens, charges and encumbrances of every kind and character, subject only other than the Permitted Liens, (vi) it is not required to obtain the encumbrances set forth in Exhibit B annexed hereto consent of any third-party which has not been obtained prior to encumbering and made a part hereof (conveying the --------- "Permitted Encumbrances"); that it has and will continue to have power and ----------------------- lawful authority to encumber and convey the Premises Mortgaged Property as provided herein and that herein, (vii) this Mortgage is and will continue to remain a valid and enforceable mortgage lienfirst lien on the Mortgaged Property, subject only to the Permitted Liens, (viii) it has not previously assigned the Income or any of its other rights in accordance with Section 32 hereof. Mortgagor covenants that it will preserve such title and will forever warrant and defend the title to the Mortgaged Property Property, (subject ix) there are no offsets or defenses to this Mortgage or to the Permitted EncumbrancesSecured Obligations, and (x) unto Mortgagee against all claims whatsoever and will forever warrant and defend (subject to the Permitted Encumbrances) the validity, enforceability and priority of the lien of this Mortgage against the that there are no unpaid claims of all persons whomsoever.mechanics, materialmen or contractors that may result in the entry of a lien on the Mortgaged Property; (b) Mortgagor, upon request, shall make, execute the Facilities are or will be situated on the Site and deliver any and all reasonable instruments sufficient for the purpose of confirming the assignment to Mortgagee of awards for the taking by eminent domain certain of the whole or any part of Easement Premises and the Premises or any easement therein, including any awards for changes of grade of streets, free, clear and discharged of any encumbrances of any kind or nature whatsoever.use thereof is in full compliance in all material respects with all Legal Requirements; and (c) Except the Mortgagor has all easements and rights necessary for Permitted Liens under the Credit Agreement, Mortgagor will not, without the prior written consent of Mortgagee, create, place or permit to be created or placed or allow to remain, Mortgagor's construction and shall discharge and release within ten (10) days operation of the placing thereof, any deed of trust, mortgage, trust deed, voluntary lien, security interest or other encumbrance against or covering Facilities in a manner which is consistent with (i) the Mortgaged Property, whether or not subordinate hereto; provided, however, that, in connection with any involuntary -------- ------- lien, Mortgagor shall have thirty Indenture and the Transaction Documents and (30ii) days after receipt by Mortgagor of notice thereof to procure the discharge and release of any such lien by bonding or otherwiseAnnual Budget.

WARRANTY OF TITLE, ETC. (a) Mortgagor represents and warrants ---------------------- that that: (a) (i) it is the sole and lawful owner of the Facilities (ii) it is the holder of a good and valid leasehold estate in the Site, (iii) it is lawfully possessed of a leasehold interest for the use of the Easements, (iv) Mortgagor has good and marketable title valid rights of access to the Premises Site for the operation of the Facilities, (v) the Mortgagor has good and valid rights to use the Easement Facilities in accordance with the terms thereof, (vi) its interest in the Site, the Facilities and the Easements are free and clear of all liens, charges and encumbrances of every kind and character, subject only other than the Permitted Liens, (vii) it is not required to obtain the encumbrances set forth in Exhibit B annexed hereto consent of any third-party which has not been obtained prior to encumbering and made a part hereof (conveying the --------- "Permitted Encumbrances"); that it has and will continue to have power and ----------------------- lawful authority to encumber and convey the Premises Mortgaged Property as provided herein and that herein, (viii) this Mortgage is and will continue to remain a valid and enforceable mortgage lienfirst lien on the Mortgaged Property, subject only to the Permitted Liens, (ix) it has not previously assigned the Income or any of its other rights in accordance with Section 32 hereof. Mortgagor covenants that it will preserve such title and will forever warrant and defend the title to the Mortgaged Property Property, (subject x) there are no offsets or defenses to this Mortgage or to the Permitted EncumbrancesSecured Obligations, and (xi) unto Mortgagee against all claims whatsoever and will forever warrant and defend (subject to the Permitted Encumbrances) the validity, enforceability and priority of the lien of this Mortgage against the that there are no unpaid claims of all persons whomsoever.mechanics, materialmen or contractors that may result in the entry of a lien on the Mortgaged Property; (b) Mortgagor, upon request, shall make, execute the Facilities are or will be situated on the Site and deliver any and all reasonable instruments sufficient for the purpose of confirming the assignment to Mortgagee of awards for the taking by eminent domain certain of the whole or any part of Easement Premises and the Premises or any easement therein, including any awards for changes of grade of streets, free, clear and discharged of any encumbrances of any kind or nature whatsoever.use thereof is in full compliance in all material respects with all Legal Requirements; and (c) Except the Mortgagor has all easements and rights necessary for Permitted Liens under the Credit Agreement, Mortgagor will not, without the prior written consent of Mortgagee, create, place or permit to be created or placed or allow to remain, and shall discharge and release within ten (10) days Mortgagor's construction of the placing thereof, any deed of trust, mortgage, trust deed, voluntary lien, security interest or other encumbrance against or covering Facilities in a manner which is consistent with (i) the Mortgaged Property, whether or not subordinate hereto; provided, however, that, in connection with any involuntary -------- ------- lien, Mortgagor shall have thirty (30) days after receipt by Mortgagor of notice thereof to procure URC Loan Agreement and the discharge and release of any such lien by bonding or otherwiseTransaction Documents.