Common use of Warranty of Title Clause in Contracts

Warranty of Title. Mortgagor warrants that Mortgagor is the fee simple owner of the Mortgaged Property and has good and marketable title to the Mortgaged Property and has the full power, authority and right to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate the same and that Mortgagor possesses a fee estate in the Mortgaged Property and the Improvements and that it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for the Permitted Encumbrances and that this Mortgage is and will remain a valid and enforceable first lien on and security interest in the Mortgaged Property, subject only to encumbrances listed in the loan title insurance policy delivered in connection with the Loan (the “Permitted Encumbrances”). Mortgagor represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Property. Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all persons whomsoever.

Warranty of Title. Mortgagor warrants The Pledgors warrant that Mortgagor is the fee simple owner of the Mortgaged Property and Partnership has good and marketable title to the Mortgaged Property Property, that the Partnership possesses an unencumbered and has the full power, authority and right to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate the same and that Mortgagor possesses a indefeasible fee estate in the Mortgaged Property and that the Improvements and that it Partnership owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for those incurred pursuant to the Prudential Financing Documents and those approved by the Pledgee (which includes all matters existing of record as of the date hereof) (collectively, the "PERMITTED ENCUMBRANCES"). To the extent within Pledgors' control, the Pledgors will not permit the Partnership to further encumber the Property except as permitted by this Agreement. Notwithstanding the foregoing, the Pledgors may permit the Partnership to grant to the appropriate parties easements for utility purposes (including easements for utility rights of way) affecting the Property, in the ordinary course of business or development of the Property, provided that such easements have no material, adverse effect on the Property or any part thereof, the value thereof or the use thereof as a first-class regional shopping center, and the Pledgee agrees that such utility easements which meet all of the foregoing requirements shall be deemed Permitted Encumbrances and that this Mortgage is and hereunder. The Pledgors will remain a valid and enforceable first lien on and security interest in the Mortgaged Property, subject only to encumbrances listed in the loan title insurance policy delivered in connection with the Loan (the “Permitted Encumbrances”). Mortgagor represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Property. Mortgagor shall forever warrant, defend and preserve such title and to the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee Pledgee against the claims of all persons whomsoever. The Partnership has entered into that certain Easement and Option to Purchase Agreement (the "EASEMENT AGREEMENT") as of July 1, 1993 with Westland Properties, Inc., recorded in the Register's Office on July 7, 1993 in Deed Book 7617, Page 684, pursuant to which Easement Agreement the Partnership is granted an easement over certain adjacent property for ingress and egress purposes and parking of vehicles and other uses and activities approved by Westland Properties, Inc. The Easement Agreement also grants to the Partnership an option to purchase the property. To the extent within the Pledgors' control, the Pledgors covenant and agree that they will not permit the Partnership to exercise any option to purchase the property under the Easement Agreement or make use of the easement for any purpose other than ingress and egress and for the parking of vehicles without first obtaining the prior written consent of the Pledgee.

Warranty of Title. Mortgagor warrants that Mortgagor is the it has good record title in fee simple owner of the Mortgaged Property and has good and marketable title to the Mortgaged Property and has the full powerto, authority and right to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate the same and that Mortgagor possesses a fee estate in the Mortgaged Property and the Improvements and that it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for the Permitted Encumbrances and that this Mortgage is and will remain or a valid leasehold interest in, the Real Estate, and enforceable first lien on and security good title to, or a valid leasehold interest in in, the rest of the Mortgaged Property, subject only to encumbrances listed the matters that are set forth in Schedule B of the loan title insurance policy delivered in connection with or policies being issued to Mortgagee to insure the Loan lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 of the Credit Agreement (the “Permitted EncumbrancesExceptions”). Mortgagor represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Property. Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the all claims of all persons whomsoeverand entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtained.

Warranty of Title. Mortgagor hereby warrants that that: (a) Mortgagor is the fee simple owner of the Mortgaged Property has good, marketable and has good and marketable insurable title to the Mortgaged Property and Property; (b) Mortgagor has the full power, authority and right to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate mortgage the same Mortgaged Property in the manner and that form hereby done or intended; (c) Mortgagor possesses a an unencumbered fee simple estate in the Mortgaged Property Premises and the Improvements and that it Mortgagor owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for those exceptions shown in the Permitted Encumbrances title insurance policy insuring the lien of this Mortgage; and that (d) this Mortgage is and will remain a valid and enforceable first lien on and security interest in the Mortgaged Property, subject only to encumbrances listed those exceptions shown in the loan title insurance policy delivered in connection with insuring the Loan (the “Permitted Encumbrances”). Mortgagor represents and warrants that none lien of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Propertythis Mortgage. Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all persons whomsoever. The foregoing warranty of title shall survive the foreclosure of this Mortgage and shall inure to the benefit of and be enforceable by Mortgagee in the event Mortgagee acquires title to the Mortgaged Property pursuant to any foreclosure.

Warranty of Title. Mortgagor warrants that Mortgagor is (a) Subject only to those exceptions to title specifically set forth in the fee simple owner of the Mortgaged Property and has good and marketable title policy issued or to be issued by to the Mortgaged Property Mortgagee (the “Title Policy” and has insuring the full powerlien of this Mortgage, authority the Mortgagor represents and right warrants to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate the same and Mortgagee that the Mortgagor possesses a unencumbered fee simple/leasehold6 estate in the Mortgaged Property Premises and owns the Improvements, the Equipment and the Improvements and that it owns balance of the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for the Permitted Encumbrances and that this Mortgage is and will remain a valid and enforceable first lien on and security interest in the Mortgaged Property, subject only to encumbrances listed in the loan title insurance policy delivered in connection with the Loan (the “Permitted Encumbrances”)charges. Mortgagor represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Property. The Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all persons whomsoever. The Mortgagor represents and warrants that (i) the Mortgagor is now, and after giving effect to this Mortgage, will be in a solvent condition, (ii) the execution and delivery of this Mortgage by the Mortgagor does not constitute a “fraudulent conveyance” within the meaning of Title 11 of the United States Code as now constituted or under any other applicable statute, and (iii) no bankruptcy or insolvency proceedings are pending or contemplated by or against the Mortgagor. In addition, the Mortgagor represents and warrants that (i) the Mortgaged Lease is in full force and effect and has not been modified in any manner whatsoever, (ii) there are no defaults under the Mortgaged Lease and no event has occurred, which but for the passage of time, or notice, or both, would constitute a default under the Mortgaged Lease, (iii) all rents, additional rents and other sums due and payable under the Mortgaged Lease have been paid in full, and (iv) no action has commenced and no notice has been given or received for the purpose of terminating the Mortgaged Lease.7 (b) The Mortgagor additionally represents and warrants that: (i) it has full power, authority and legal right to execute this Mortgage and to mortgage the Mortgaged Property pursuant to the terms hereof and to keep and observe all of the terms of this Mortgage on the Mortgagor’s part to be performed and all such actions have been duly authorized by all necessary proceedings on its part, (ii) if the Mortgagor is a 6 Strike inapplicable term. 7 For fee mortgage, strike this italicized sentence. corporation, partnership or limited liability company, the Mortgagor is duly organized and validly existing under applicable law and all necessary action has been taken under the Borrower’s organizational documents and applicable law to authorize the execution and delivery of this Mortgage and the performance of Mortgagors obligations thereunder and this Mortgage has been duly executed by the person(s) executing same on behalf of the Mortgagor.

Warranty of Title. Mortgagor warrants that Mortgagor is the fee simple owner of the Mortgaged Property and has good and marketable title to the Mortgaged Property and has the full power, authority and right to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate the same and that Mortgagor possesses a fee estate in the Mortgaged Property Premises and the Improvements and that it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for the Permitted Encumbrances and that this Mortgage is and will remain a valid and enforceable first lien on and security interest in the Mortgaged Property, subject only to encumbrances listed in the loan title insurance policy delivered in connection with the Loan (the “Permitted Encumbrances”)said exceptions. Mortgagor represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s 's ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Property. Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all persons whomsoever.

Warranty of Title. Mortgagor warrants that Mortgagor is (a) At the fee simple owner time of the Mortgaged Property execution and has good and marketable title to delivery of this Security Agreement, the Mortgaged Property Mortgagor owns and has the full power, authority and right to executepossess the Flight Equipment subject to no Lien except Permitted Liens, deliver and perform its obligations under this Mortgage has full power and authority to deed, encumber, mortgage, give, grant, bargain, sell, alienatetransfer, enfeoffconvey and mortgage, conveyand give a security interest in, confirm, pledge, assign and hypothecate the same and that Mortgagor possesses a fee estate Flight Equipment in the Mortgaged Property manner and form as set forth in this Security Agreement. (b) The Mortgagor is and shall remain the Improvements legal and that it owns beneficial owner of the Mortgaged Property Flight Equipment, free and clear of all liens, encumbrances and charges whatsoever Liens except for the Permitted Encumbrances and that this Mortgage is Liens. (c) The Mortgagor hereby does and will remain a valid and enforceable first lien on and security interest in the Mortgaged Property, subject only to encumbrances listed in the loan title insurance policy delivered in connection with the Loan (the “Permitted Encumbrances”). Mortgagor represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Property. Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same title to Mortgagee and possession of the Mortgaged Property against the claims and demands of all persons whomsoeverwhomsoever except claims and demands under the Permitted Liens, and at all times keep the Lien granted herein with respect to the Mortgaged Property, at the Mortgagor’s expense, a first priority Lien upon the Flight Equipment and on all of the other Mortgaged Property as constituted from time to time, superior to the rights of all third parties to the extent permitted by applicable law, and shall obtain any authorization, approval, license, or consent of any competent governmental or judicial authority (including registration of the Aircraft with the FAA Registry and of International Interest with the International Registry) which may be or become necessary in order to obtain the full benefits of this Security Agreement and all rights and powers granted or to be granted in this Security Agreement. The Mortgagee will use commercially reasonable efforts to consent in a timely manner to any such registrations by the Mortgagor, but the Mortgagee’s failure to do so shall not relieve the Mortgagor of its obligation to effect such registration with the Mortgagee’s subsequent timely consent. The Mortgagor will discharge or cause to be discharged any International Interest or prospective International Interest in or relating to the Aircraft (including the Airframe and the Engine) not consented to in writing by the Mortgagee. Notwithstanding the preceding sentence, in the case of International Interest or prospective International Interest filed in the International Registry without the Mortgagor’s consent, the Mortgagor need not cause such registered interests to be discharged to the extent they are automatically discharged within 36 hours (or such period as is then provided by the International Registry for removal of interests to which no consent has been given) of after initially being registered. Further, the Mortgagor will not consent to any International Interest or prospective International Interest in or relating to the Aircraft unless prior approval is obtained from the Mortgagee in writing.

Warranty of Title. Mortgagor warrants that Mortgagor is the fee simple owner of the Mortgaged Property and has good and marketable title to the Mortgaged Property Premises, subject only to the matters that are set forth in Schedule B of any title New Haven County, CT insurance policy or policies being issued to Mortgagee to insure the lien of this Mortgage and Liens permitted by the Credit Agreement (the “Permitted Exceptions”) and that Mortgagor has the full power, authority and right to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, transfer, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, warrant, pledge, assign and hypothecate the same and that Mortgagor possesses a fee estate in the Mortgaged Property and the Improvements and that it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for the Permitted Encumbrances and that this Mortgage is and will remain a valid and enforceable first priority lien on and security interest in the Mortgaged Property, subject only to encumbrances listed in the loan title insurance policy delivered in connection with the Loan (the “Permitted Encumbrances”). Mortgagor represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged PropertyExceptions. Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all persons whomsoever. If any lien or security interest other than a Permitted Exception is asserted against the Mortgaged Property, Mortgagor shall promptly, and at its expense, (a) give Mortgagee a reasonably detailed ‘Written notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be released.

Warranty of Title. Mortgagor Borrower represents and warrants that Mortgagor is the fee simple owner it owns 100% of the Mortgaged Property shares in Mortgage Borrower and has good that Borrower holds such interests free and marketable title clear of all Liens, encumbrances and charges (other than those created pursuant to the Mortgaged Property Loan Documents) and has the full power, authority and right to execute, deliver and perform its obligations Obligations under this Mortgage Agreement and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign assign, hypothecate and hypothecate the same and that Mortgagor possesses grant a fee estate in the Mortgaged Property and the Improvements and that it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for the Permitted Encumbrances and that this Mortgage is and will remain a valid and enforceable first lien on and security interest in such shares as Collateral for the Mortgaged Property, subject only to encumbrances listed Loan. For so long as any amounts in the loan title insurance policy delivered in connection with respect of the Loan (the “Permitted Encumbrances”). Mortgagor represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debtremain outstanding, (iiA) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Property. Mortgagor Borrower shall forever warrant, defend and preserve such title and the validity and priority of the lien Lien of this Mortgage Lender on the Collateral, and shall forever warrant and defend the same such title, validity and priority to Mortgagee Lender against the claims of all persons whomsoeverwhomsoever as to its interest in the Collateral, and (B) Borrower shall cause Mortgage Borrower to warrant and defend, the title of Mortgage Borrower to the Property. Borrower represents and warrants that Mortgage Borrower has good and marketable title to the Property, as applicable, in fee simple (or in the case of the Employee Parking Lot and the Loading Dock Parcel, leasehold estate) free and clear of all Liens, encumbrances and charges (other than those permitted pursuant to the Mortgage Loan Documents) and has the full power, authority and right to execute, deliver and perform its obligations under the Mortgage Loan Documents and to encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign, hypothecate and grant a security interest in its interests in the Property. Except as set forth on the rent roll attached hereto as Schedule II, there are no leases or licenses for the use of property affecting the Property. None of the Permitted Encumbrances has a material adverse effect or otherwise materially interferes with the current use of the Property as a hotel, or with the ability of any Borrower, Principal or Mortgage Borrower to perform its obligations under the Loan Documents or the Mortgage Loan Documents. Any Borrower or Pledgor purporting to grant to Lender a Lien on any other Collateral has good and marketable title in and to such Collateral free and clear of all Liens, encumbrances and charges whatsoever other than the Lien created by the Loan Documents in favor of Lender and the Permitted Encumbrances. Borrower shall reimburse Lender for any Losses incurred by Lender if an interest in the Property or the Collateral is claimed by another Person (other than for Permitted Encumbrances and other than by, through or under Lender of Mortgage Lender), and such Losses and any other amounts expended by Lender with respect to such Losses shall be added to the Debt. All proceeds payable under the Owner’s Title Insurance Policy, subject to the rights of Mortgage Lender, if any, under its mortgage title insurance policy, not used to discharge any Lien or encumbrance on the Property or to repair or restore the Property to correct any defect shall be deemed to constitute a distribution from Mortgage Borrower to Borrower and subject to the provisions of the Security Instruments and this Agreement.

Warranty of Title. Mortgagor covenants and warrants that Mortgagor it is the seized of an indefeasible estate in fee simple owner of in the Mortgaged Property Land and any other real property hereby mortgaged, has good and absolute title to all existing personal property hereby mortgaged or made subject to the security interest hereby created and has good right, full power and marketable title lawful authority to convey, mortgage and encumber the same as provided herein; that Mortgagee may at all times peaceably and quietly enter upon, hold, occupy and enjoy the Land and any other real property hereby mortgaged and every part thereof; that the Land, real property and all existing personal property hereby mortgaged or made subject to the Mortgaged Property and has the full power, authority and right to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate the same and that Mortgagor possesses a fee estate in the Mortgaged Property and the Improvements and that it owns the Mortgaged Property security interest hereby created are free and clear of all liens, security interests, charges and encumbrances and charges whatsoever whatsoever, except for the those certain matters set forth in Exhibit "B" attached hereto and made a part hereof ("Permitted Encumbrances and that this Mortgage is and will remain a valid and enforceable first lien on and security interest in the Mortgaged Property, subject only to encumbrances listed in the loan title insurance policy delivered in connection with the Loan (the “Permitted Encumbrances”Exceptions"). Mortgagor represents shall and will make such further assurances to perfect Mortgagor's fee simple title to the Land and the real property hereby mortgaged, and the title to the personal property hereby mortgaged or made subject to the security interest hereby created as may reasonably be required. Mortgagor fully warrants that none of the Permitted Encumbrances willtitle to the Land, individually real property and all existing personal property hereby mortgaged or in made subject to the aggregate, materially security interest hereby created and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made every part thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Property. Mortgagor shall and will forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all persons whomsoever. Mortgagor hereby warrants and represents that the Mortgaged Property shall be utilized only as a commercial premises and is not now nor has the Mortgaged Property every been designated as Mortgagor's homestead.

Warranty of Title. Mortgagor (a) Borrower represents and warrants that Mortgagor is the HealthStyles has good, marketable and insurable fee simple owner of the Mortgaged Property and has good and marketable title to the Mortgaged Property relating to the Hotel and has the full power, authority and right to execute, deliver and perform its obligations under this Mortgage Agreement and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign assign, hypothecate and hypothecate grant a security interest in the same Mortgaged Property relating to the Hotel and that Mortgagor Health-Styles possesses a an unencumbered fee estate in the Mortgaged Property Premises and the Improvements relating to the Hotel, and that it owns the Mortgaged Property relating to the Hotel free and clear of all liens, encumbrances and charges whatsoever except for those exceptions approved by Lender and shown in the Permitted Encumbrances title insurance policy insuring the lien of the Mortgage with respect thereto, and that this the Mortgage with respect thereto is and will remain a valid and enforceable first lien on and security interest in the Mortgaged PropertyProperty relating to the Hotel, subject only to encumbrances listed in the loan title insurance policy delivered in connection with the Loan (the “Permitted Encumbrances”)such exceptions. Mortgagor represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Property. Mortgagor Borrower shall forever warrant, defend and preserve such title and the validity and priority of the lien of this the Mortgage with respect thereto and shall forever warrant and defend the same such title, validity and priority to Mortgagee Lender against the claims of all persons whomsoever. (b) Borrower represents and warrants that Sierra has good, marketable and insurable leasehold title to the Improvements relating to the Facility and has the full power, authority and right to encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign, hypothecate and grant a security interest in the Improvements relating to the Facility and that Sierra possesses an unencumbered leasehold estate therein, and that it holds its interest therein free and clear of all liens, encumbrances and charges whatsoever except for those exceptions approved by Lender. Without limiting the foregoing, Borrower represents and warrants that Sierra has the full power, authority and right to execute, deliver and perform its obligations under this Agreement.

Warranty of Title. Mortgagor The Borrower warrants that Mortgagor is the fee simple owner of the Mortgaged Property Borrower has good, ------------------- marketable and has good and marketable insurable title to the Mortgaged Property Property, subject to the Permitted Encumbrances (defined below), and has the full power, authority and right to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, give, grant, bargain, sell, alienatealien, enfeoff, convey, confirm, pledge, pledge and assign and hypothecate the same and same. The Borrower warrants that Mortgagor the Borrower possesses a an unencumbered fee estate in the Mortgaged Property Premises and the Improvements and Improvements, subject to the Permitted Encumbrances. Borrower warrants that it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for the Permitted Encumbrances and that this Mortgage is and will remain a valid and enforceable first lien on and security interest those exceptions shown in the Mortgaged Property, subject only to encumbrances listed in the loan title insurance policy delivered in connection with insuring the Loan lien of this Mortgage (the “"Permitted Encumbrances”"). Mortgagor Borrower ------------------------ represents and warrants that no tenant, subtenant or other person has any outstanding exercisable rights with respect to the purchase or sale of any portion of the Property, including, without limitation, any right of first offer or refusal or purchase option. Borrower represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, will materially and adversely affect (i) Mortgagor’s Borrower's ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereofProperty, or (iv) the value of the Mortgaged Property. Mortgagor Borrower shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee Lender against the claims of all persons whomsoever.

Warranty of Title. Mortgagor warrants that Mortgagor is (a) Subject only to those exceptions to title specifically set forth in the fee simple owner of the Mortgaged Property and has good and marketable title policy issued or to be issued by ___________________ to the Mortgaged Property Mortgagee (the “Title Policy” and has insuring the full powerlien of this Mortgage, authority the Mortgagor represents and right warrants to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate the same and Mortgagee that the Mortgagor possesses a unencumbered fee simple/leasehold6 estate in the Mortgaged Property Premises and owns the Improvements, the Equipment and the Improvements and that it owns balance of the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for the Permitted Encumbrances and that this Mortgage is and will remain a valid and enforceable first lien on and security interest in the Mortgaged Property, subject only to encumbrances listed in the loan title insurance policy delivered in connection with the Loan (the “Permitted Encumbrances”)charges. Mortgagor represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Property. The Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all persons whomsoever. The Mortgagor represents and warrants that (i) the Mortgagor is now, and after giving effect to this Mortgage, will be in a solvent condition, (ii) the execution and delivery of this Mortgage by the Mortgagor does not constitute a “fraudulent conveyance” within the meaning of Title 11 of the United States Code as now constituted or under any other applicable statute, and (iii) no bankruptcy or insolvency proceedings are pending or contemplated by or against the Mortgagor. In addition, the Mortgagor represents and warrants that (i) the Mortgaged Lease is in full force and effect and has not been modified in any manner whatsoever, (ii) there are no defaults under the Mortgaged Lease and no event has occurred, which but for the passage of time, or notice, or both, would constitute a default under the Mortgaged Lease, (iii) all rents, additional rents and other sums due and payable under the Mortgaged Lease have been paid in full, and (iv) no action has commenced and no notice has been given or received for the purpose of terminating the Mortgaged Lease.7 (b) The Mortgagor additionally represents and warrants that: (i) it has full power, authority and legal right to execute this Mortgage and to mortgage the Mortgaged Property pursuant to the terms hereof and to keep and observe all of the terms of this Mortgage on the Mortgagor’s part to be performed and all such actions have been duly authorized by all necessary proceedings on its part, (ii) if the Mortgagor is a corporation, partnership or limited liability company, the Mortgagor is duly organized and validly existing under applicable law and all necessary action has been taken under the Borrower’s organizational documents and applicable law to authorize the execution and delivery of this Mortgage and the performance of Mortgagors obligations thereunder and this Mortgage has been duly executed by the person(s) executing same on behalf of the Mortgagor.

Warranty of Title. Mortgagor Grantor warrants that Mortgagor is the fee simple owner of the Mortgaged Property and it has good and marketable title to the Mortgaged Property Premises, in each case free and clear of all liens, charges and encumbrances of every kind and character, subject only to the encumbrances set forth on Exhibit B hereto ("Permitted Encumbrances"); has and will continue to have full power and lawful authority to encumber and convey the full power, authority and right to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate the same and that Mortgagor possesses a fee estate in the Mortgaged Property and the Improvements and that it Premises as provided herein; owns the all other Mortgaged Property free and clear of all liens, charges and encumbrances of every kind and charges whatsoever except for the character, subject only to Permitted Encumbrances Encumbrances; and that this Mortgage is and will continue to remain a valid and enforceable first mortgage lien on and security interest in the Mortgaged Property, subject only to encumbrances listed in the loan title insurance policy delivered in connection with the Loan (the “Permitted Encumbrances”). Mortgagor represents and warrants Grantor further covenants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Property. Mortgagor shall forever warrant, defend and it will preserve such title and will forever warrant and defend the validity title to the Mortgaged Property unto Trustee and Mortgagee against all lawful claims whatsoever and will forever warrant and defend the validity, enforceability and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all persons and parties whomsoever. Grantor covenants that it will, at Grantor's sole cost and expense and at the request of Trustee or Mortgagee, (i) promptly correct any defect or error which may be discovered in the Loan Documents, (ii) promptly do, execute, acknowledge and deliver, and record and re-record, file and re-file and register and re-register, any and all such instruments as Trustee or Mortgagee may require from time to time in order to carry out more effectively the purposes of this Mortgage and (iii) will promptly furnish Trustee and Mortgagee with evidence satisfactory to Trustee and Mortgagee of every such recording, filing or registration.

Warranty of Title. Mortgagor warrants that Mortgagor is the has good, marketable and insurable fee simple owner of the Mortgaged Property and has good and marketable title to the Mortgaged Property Land and Improvements and has the full power, authority and right to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, warrant, pledge, assign and hypothecate the same and that Mortgagor possesses a an unencumbered fee estate in the Mortgaged Property Land and the Improvements and that it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except as expressly set forth in paragraph "(g)" of the granting clauses hereof and except for those exceptions shown on Schedule B to the Permitted Encumbrances Title Insurance Policy insuring the lien of this Mortgage and that this Mortgage is and will remain a valid and enforceable first lien on and security interest in the Mortgaged PropertyProperty (except as expressly set forth in paragraph "(g)" of the granting clauses), subject only to encumbrances listed in the loan title insurance policy delivered in connection with the Loan (the “Permitted Encumbrances”). Mortgagor represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Property. Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all persons whomsoever.. All material Permits, including, without limitation, certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Mortgaged Property for the purposes to which it is presently used, have been obtained or are in the process of being obtained and, to the extent the same have been obtained, are in full force and effect (including, without limitation, any applicable liquor

Warranty of Title. Mortgagor warrants that Mortgagor is the sole owner of and has good, legal, marketable and insurable fee simple owner of the Mortgaged Property and has good and marketable title to the Mortgaged Property and has the full power, authority and right to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate the same and that Mortgagor possesses a an unencumbered fee estate in the Mortgaged Property Premises and the Improvements and that it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for those exceptions shown in the Permitted Encumbrances and that title insurance policy insuring the lien of this Mortgage. This Mortgage is and will remain a valid and enforceable first lien on and security interest in the Mortgaged Property, subject only to encumbrances listed in the loan title insurance policy delivered in connection with the Loan (the “Permitted Encumbrances”). Mortgagor represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Propertysaid exceptions. Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all persons whomsoever. Notwithstanding the foregoing, Mortgagor may grant a Second Mortgage and Security Agreement, subject and subordinate to the lien of this Mortgage, as security for repayment of the Related Debt (hereinafter defined).

Warranty of Title. Mortgagor warrants that Mortgagor is the fee simple owner of the Mortgaged Property has good, marketable and has good and marketable insurable title to the Mortgaged Property and has the full power, authority and right to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate the same and that Mortgagor possesses a fee leasehold estate in the Mortgaged Property and premises created by the Improvements Severance Lease and that it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for those which are approved by Mortgagee or given by Mortgagor to Mortgagee covering the Mortgaged Property (the “Permitted Encumbrances Exceptions”) and that this Mortgage is and will remain a valid and enforceable first lien on and security interest in the Mortgaged Property, subject only to encumbrances listed in the loan title insurance policy delivered in connection with the Loan (the “Permitted Encumbrances”). Mortgagor represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged PropertyExceptions. Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the claims of all persons whomsoever. By its acceptance of this Mortgage, Mortgagee acknowledges that, and consents to, after the recordation of this Mortgage Mortgagor recording as a lien which is junior and subordinate to the lien of this Mortgage, as the same may be amended, extended, supplemented or modified from time to time, that certain Wrap-Around Mortgage, Assignment of Rents, Security Agreement and Fixture Filing to be entered into subsequently to the entry of this Mortgage by Mortgagor in favor of 620 EIGHTH NYT (NY) LIMITED PARTNERSHIP.

Warranty of Title. (a) Mortgagor represents and warrants that (i) Mortgagor is the fee simple owner of the Mortgaged Property and has good and marketable title to the Mortgaged Property and has the full power, authority and right to execute, deliver and perform its obligations under this Mortgage and to deed, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign and hypothecate the same and that Mortgagor possesses a fee estate in the Mortgaged Property and the Improvements and that it owns the Mortgaged Property free and clear of all liens, encumbrances and charges whatsoever except for the Permitted Encumbrances and that this Mortgage is and will remain a valid and enforceable first lien on and security interest in the Mortgaged PropertyPremises, subject only to encumbrances listed the matters that are set forth in Schedule B of the loan title insurance policy delivered in connection with the Loan (the “Permitted Encumbrances”). Mortgagor represents and warrants that none of the Permitted Encumbrances will, individually or in the aggregate, materially and adversely affect (i) Mortgagor’s ability policies being issued to pay in full in a timely manner its obligations, including, without limitation, the Debt, (ii) the use of the Mortgaged Property for the use currently being made thereof, (iii) the operation of the Mortgaged Property for the operation currently being made thereof, or (iv) the value of the Mortgaged Property. Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of Mortgagee to insure the lien of this Mortgage and the Liens expressly permitted under Section 8.03 of the Credit Agreement (collectively, the “Permitted Exceptions”), (ii) Mortgagor is the owner of, or has a valid leasehold interest in, the Equipment and all other items constituting the Mortgaged Property, in each case free and clear of all Liens other than the Permitted Exceptions (including any rights of any lessor of the Equipment); (iii) the Permitted Exceptions do not materially interfere with the use, enjoyment or operation of the Mortgaged Property or, to Mortgagor’s knowledge, materially and adversely affect the value thereof; (iv) to Mortgagor’s knowledge, the improvements located on the land do not materially interfere with any of the Permitted Exceptions; (v) the execution, delivery and performance by the Mortgagor of this Mortgage are within the Mortgagor’s organizational power, have been duly authorized by all necessary company action, require no consent or approval of, registration or filing with, or other action by, any governmental authority (except for consents and approvals which have been obtained and the recording or filing of this Mortgage and UCC financing statements, if any), to Mortgagor’s knowledge, do not violate any applicable law or regulation, do not violate the organizational documents or by-laws of the Mortgagor or any order of any governmental authority, will not violate in any materail respect or result in a material default under any material agreement or other instrument binding upon the Mortgagor or its assets, or give rise to a right thereunder to require any payment to be made by the Mortgagor, and will not result in the creation or imposition of any Lien on any asset of the Mortgagor (other than the Lien of this Mortgage on the Mortgaged Property); and (vi) this Mortgage constitutes a valid, binding and enforceable agreement of the Mortgagor, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles. (b) Mortgagor shall cause the warranties in subsection (a) of this Section to be true and correct in all material respects; and forever preserve, protect, warrant and defend (i) its estate, right, title and interest in and to the same Mortgaged Property, (ii) the validity, enforceability and priority of the Lien of this Mortgage on the Mortgaged Property, and (iii) the right, title and interest of the Mortgagee hereunder or relating hereto, in each case, against all other Liens and claims whatsoever, subject only to the Permitted Exceptions. (c) Mortgagor, at its sole cost and expense, shall (i) promptly correct any defect or error which may be discovered in this Mortgage or any financing statement or other document relating hereto; and (ii) promptly execute, acknowledge, deliver, record and re-record, register and re-register, and file and re-file this Mortgage and any financing statements or other documents which may be required from time to time (all in form and substance reasonably satisfactory to the Mortgagee) in order to effectuate, complete, perfect, continue or preserve (A) the Lien of this Mortgage as a first Lien on the Mortgaged Property, whether now owned or hereafter acquired, subject only to the Permitted Exceptions, or (B) any right, power or privilege granted or intended to be granted to the Mortgagee against hereunder or otherwise accomplish the claims purposes of all persons whomsoeverthis Mortgage. To the fullest extent permitted by applicable law, the Mortgagor hereby authorizes the Mortgagee to execute and file financing statements or continuation statements without the Mortgagor’s signature appearing thereon. The Mortgagor shall pay within ten (10) days of written demand the actual and reasonable costs of, or incidental to, any recording or filing of any financing or continuation statement, or amendment thereto, concerning the Mortgaged Property.