Common use of Unencumbered Properties Clause in Contracts

Unencumbered Properties. To the Borrower’s knowledge and except where the failure of any of the following to be true and correct would not have a Material Adverse Effect: (a) Each Unencumbered Property complies with all Laws, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property. No Loan Party has received any notice or claim from any Person that an Unencumbered Property, or any use, activity, operation, or maintenance thereof or thereon, is not in compliance with any Law, and has no knowledge of any such noncompliance except as disclosed in writing to the Administrative Agent; (b) The Loan Parties have not directly or indirectly conveyed, assigned, or otherwise disposed of, or transferred (or agreed to do so) any development rights, air rights, or other similar rights, privileges, or attributes with respect to an Unencumbered Property, including those arising under any zoning or property use ordinance or other Laws; (c) All utility services necessary for the use of each Unencumbered Property and the operation thereof for their intended purpose are available at each Unencumbered Property; (d) The current use of each Unencumbered Property complies in all material respects with all applicable zoning ordinances, regulations, and restrictive covenants affecting such Unencumbered Property, all use restrictions of any Governmental Authority having jurisdiction have been satisfied; and (e) No Unencumbered Property is the subject of any pending or, to any Loan Party’s knowledge, threatened Condemnation or material adverse zoning proceeding for which the Administrative Agent has not been notified in accordance with Section 7.03(f).

Unencumbered Properties. To the Borrower’s knowledge and except where the failure of any of the following to be true and correct would not have a Material Adverse Effect: (a) Each Unencumbered Property complies with all Laws, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property. No Loan Party has received any notice or claim from any Person that an Unencumbered Property, or any use, activity, operation, or maintenance thereof or thereon, is not in compliance with any Law, and has no knowledge of any such noncompliance except as disclosed in writing to the Administrative Agent; (b) The Loan Parties have not directly or indirectly conveyed, assigned, or otherwise disposed of, or transferred (or agreed to do so) any development rights, air rights, or other similar rights, privileges, or attributes with respect to an Unencumbered Property, including those arising under any zoning or property use ordinance or other Laws; (c) All utility services necessary for the use of each Unencumbered Property and the operation thereof for their intended purpose are available at each Unencumbered Property; (d) The current use of each Unencumbered Property complies in all material respects with all applicable zoning ordinances, regulations, and restrictive covenants affecting such Unencumbered Property, all use restrictions of any Governmental Authority having jurisdiction have been satisfied; and (e) No Unencumbered Property is the subject of any pending or, to any Loan Party’s knowledge, threatened Condemnation or material adverse zoning proceeding for which the Administrative Agent has not been notified in accordance with Section 7.03(f)7.13.

Unencumbered Properties. (i) The Loan Parties and the Qualifying Subsidiaries are the legal and beneficial owners of the Unencumbered Properties and the direct and indirect ownership and other beneficial interests of Borrower in each Unencumbered Controlled Property Subsidiary or Wholly Owned Subsidiary are owned by the Borrower or a Wholly Owned Subsidiary, in each case free and clear of any Lien, except for Permitted Liens described in clauses (a), (b), (d) and (e) of the definition of “Permitted Liens”. Each of the Unencumbered Properties satisfies the requirements in this Agreement to being a Unencumbered Property. To each Loan Party’s knowledge, except as set forth on Schedule 4.01(y) hereto, there are no proceedings in condemnation or eminent domain affecting any of the Borrower’s Unencumbered Properties and, to the knowledge and except where the failure of each Loan Party, none is threatened. No Person has any option or other right to purchase all or any portion of any of the following to be true and correct would not have a Material Adverse Effect:Unencumbered Properties or any interest therein. (aii) Each To each Loan Party’s knowledge, the Unencumbered Property complies with all Laws, including all subdivision Properties and platting requirements, without reliance on any adjoining or neighboring property. No Loan Party has received any notice or claim from any Person that an Unencumbered Property, or any use, activity, operation, or maintenance thereof or thereon, is not in compliance with any Law, and has no knowledge of any such noncompliance except as disclosed in writing to the Administrative Agent; (b) The Loan Parties have not directly or indirectly conveyed, assigned, or otherwise disposed of, or transferred (or agreed to do so) any development rights, air rights, or other similar rights, privileges, or attributes with respect to an Unencumbered Property, including those arising under any zoning or property use ordinance or other Laws; (c) All utility services necessary for the use of each Unencumbered Property and the operation thereof for their intended purpose are available at each Unencumbered Property; (d) The current use of each Unencumbered Property complies comply in all material respects with all applicable zoning zoning, subdivision and land use laws, regulations and ordinances, regulationsall applicable health, fire, building codes, parking laws and restrictive covenants affecting such all other laws, statutes, codes, ordinances, rules and regulations applicable to the Unencumbered PropertyProperties, all use restrictions or any of any Governmental Authority having jurisdiction have been satisfied; and (e) No Unencumbered Property is them, including, without limitation, the subject of any pending or, to any Americans with Disabilities Act. To each Loan Party’s knowledge, all material permits, licenses and certificates for the lawful use, occupancy and operation of each component of each of the Unencumbered Properties in the manner in which it is currently being used, occupied and operated, including, but not limited to liquor licenses and certificates of occupancy, or the equivalent, have been obtained and are current and in full force and effect. To each Loan Party’s knowledge, no legal proceedings are pending or threatened Condemnation with respect to the zoning of any Unencumbered Property. To each Loan Party’s knowledge, neither the zoning nor any other right to construct, use or material operate any Unencumbered Property is in any way dependent upon or related to any real estate other than such Unencumbered Property in any way that has had or is reasonably likely to give rise to a materially adverse zoning proceeding for which effect as to the value, use of or ability to sell or finance such Unencumbered Property. No tract map, parcel map, condominium plan, condominium declaration, or plat of subdivision will be recorded by any Loan Party with respect to any Unencumbered Property without the Administrative Agent Agent’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. (iii) [Intentionally Omitted.] (iv) [Intentionally Omitted.] (v) To each Loan Party’s knowledge, all improvements on any Unencumbered Property, including without limitation the roof and all structural components, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior doors, parking facilities, sidewalks and landscaping, are in good condition and repair. The Loan Parties are not aware of any latent or patent structural or other material defect or deficiency in any of the Unencumbered Properties and, to the Loan Parties’ knowledge, city water supply, storm and sanitary sewers, and electrical, gas (if applicable) and telephone facilities are available to each of the Unencumbered Properties within the boundary lines of each of the Unencumbered Properties (except in any way that has not had and is reasonably likely to not give rise to a materially adverse effect as to the value, use of or ability to sell or finance such Unencumbered Property), are fully connected to the improvements and are fully operational, are sufficient to meet the reasonable needs of each of the Unencumbered Properties as now used or presently contemplated to be used, and no other utility facilities are necessary to meet the reasonable needs of any of the Unencumbered Properties as now used or presently contemplated. Except in any way that has not had and is reasonably likely to not give rise to a materially adverse effect as to the value, use of or ability to sell or finance such Unencumbered Property, to the Loan Parties’ knowledge no part of any of the Unencumbered Properties is within a flood plain and none of the improvements thereon create encroachments over, across or upon any of the Unencumbered Properties’ boundary lines, rights of way or easements, and no building or other improvements on adjoining land create such an encroachment which could reasonably be expected to have a Material Adverse Effect. All public roads and streets necessary for service of and access to each of the Unencumbered Properties for the current and contemplated uses thereof have been notified completed and are serviceable and are physically and legally open for use by the public. To the Loan Parties’ knowledge after due inquiry, any septic system located at any of the Unencumbered Properties is in accordance good and safe condition and repair and in compliance with Section 7.03(f)all applicable law. (vi) Each of the Unencumbered Properties owned in fee simple is comprised of one (1) or more parcels which constitute separate tax lots. No part of any of the Unencumbered Properties owned in fee simple is included or assessed under or as part of another tax lot or parcel, and no part of any other property is included or assessed under or as part of the tax lots or parcels comprising any of the Unencumbered Properties. (vii) Neither the Borrower nor any of the Guarantors or Qualifying Subsidiaries has received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s, the Guarantor’s and the Qualifying Subsidiaries’ insurance carriers.

Unencumbered Properties. (i) The Loan Parties and the Qualifying Subsidiaries are the legal and beneficial owners of the Unencumbered Properties and the direct and indirect ownership and other beneficial interests of Borrower in each Unencumbered Controlled Property Subsidiary or Wholly Owned Subsidiary are owned by the Borrower or a Wholly Owned Subsidiary, in each case free and clear of any Lien, except for Permitted Liens described in clauses (a), (b), (d) and (e) of the definition of “Permitted Liens”. Each of the Unencumbered Properties satisfies the requirements in this Agreement to being a Unencumbered Property. To each Loan Party’s knowledge, except as set forth on Schedule 4.01(y) hereto, there are no proceedings in condemnation or eminent domain affecting any of the Borrower’s Unencumbered Properties and, to the knowledge and except where the failure of each Loan Party, none is threatened. No Person has any option or other right to purchase all or any portion of any of the following to be true and correct would not have a Material Adverse Effect:Unencumbered Properties or any interest therein. (aii) Each To each Loan Party’s knowledge, the Unencumbered Property complies with all Laws, including all subdivision Properties and platting requirements, without reliance on any adjoining or neighboring property. No Loan Party has received any notice or claim from any Person that an Unencumbered Property, or any use, activity, operation, or maintenance thereof or thereon, is not in compliance with any Law, and has no knowledge of any such noncompliance except as disclosed in writing to the Administrative Agent; (b) The Loan Parties have not directly or indirectly conveyed, assigned, or otherwise disposed of, or transferred (or agreed to do so) any development rights, air rights, or other similar rights, privileges, or attributes with respect to an Unencumbered Property, including those arising under any zoning or property use ordinance or other Laws; (c) All utility services necessary for the use of each Unencumbered Property and the operation thereof for their intended purpose are available at each Unencumbered Property; (d) The current use of each Unencumbered Property complies comply in all material respects with all applicable zoning zoning, subdivision and land use laws, regulations and ordinances, regulationsall applicable health, fire, building codes, parking laws and restrictive covenants affecting such all other laws, statutes, codes, ordinances, rules and regulations applicable to the Unencumbered PropertyProperties, all use restrictions or any of any Governmental Authority having jurisdiction have been satisfied; and (e) No Unencumbered Property is them, including without limitation the subject of any pending or, to any Americans with Disabilities Act. To each Loan Party’s knowledge, all material permits, licenses and certificates for the lawful use, occupancy and operation of each component of each of the Unencumbered Properties in the manner in which it is currently being used, occupied and operated, including, but not limited to liquor licenses and certificates of occupancy, or the equivalent, have been obtained and are current and in full force and effect. To each Loan Party’s knowledge, no legal proceedings are pending or threatened Condemnation with respect to the zoning of any Unencumbered Property. To each Loan Party’s knowledge, neither the zoning nor any other right to construct, use or material operate any Unencumbered Property is in any way dependent upon or related to any real estate other than such Unencumbered Property in any way that has had or is reasonably likely to give rise to a materially adverse zoning proceeding for which effect as to the value, use of or ability to sell or finance such Unencumbered Property. No tract map, parcel map, condominium plan, condominium declaration, or plat of subdivision will be recorded by any Loan Party with respect to any Unencumbered Property without the Administrative Agent Agent’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. (iii) [Intentionally Omitted.] (iv) [Intentionally Omitted.] (v) To each Loan Party’s knowledge, all improvements on any Unencumbered Property, including without limitation the roof and all structural components, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior doors, parking facilities, sidewalks and landscaping, are in good condition and repair. The Loan Parties are not aware of any latent or patent structural or other material defect or deficiency in any of the Unencumbered Properties and, to the Loan Parties’ knowledge, city water supply, storm and sanitary sewers, and electrical, gas (if applicable) and telephone facilities are available to each of the Unencumbered Properties within the boundary lines of each of the Unencumbered Properties (except in any way that has not had and is reasonably likely to not give rise to a materially adverse effect as to the value, use of or ability to sell or finance such Unencumbered Property), are fully connected to the improvements and are fully operational, are sufficient to meet the reasonable needs of each of the Unencumbered Properties as now used or presently contemplated to be used, and no other utility facilities are necessary to meet the reasonable needs of any of the Unencumbered Properties as now used or presently contemplated. Except in any way that has not had and is reasonably likely to not give rise to a materially adverse effect as to the value, use of or ability to sell or finance such Unencumbered Property, to the Loan Parties’ knowledge no part of any of the Unencumbered Properties is within a flood plain and none of the improvements thereon create encroachments over, across or upon any of the Unencumbered Properties’ boundary lines, rights of way or easements, and no building or other improvements on adjoining land create such an encroachment which could reasonably be expected to have a Material Adverse Effect. All public roads and streets necessary for service of and access to each of the Unencumbered Properties for the current and contemplated uses thereof have been notified completed and are serviceable and are physically and legally open for use by the public. To the Loan Parties’ knowledge after due inquiry, any septic system located at any of the Unencumbered Properties is in accordance good and safe condition and repair and in compliance with Section 7.03(f)all applicable law. (vi) Each of the Unencumbered Properties is comprised of one (1) or more parcels which constitute separate tax lots. No part of any of the Unencumbered Properties is included or assessed under or as part of another tax lot or parcel, and no part of any other property is included or assessed under or as part of the tax lots or parcels comprising any of the Unencumbered Properties. (vii) Neither the Borrower nor any of the Guarantors or Qualifying Subsidiaries has received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s, the Guarantor’s and the Qualifying Subsidiaries’ insurance carriers.