Common use of Collateral Properties Clause in Contracts

Collateral Properties. 6.16.1 Each of the Collateral Property Owners possesses such Licenses and Permits issued by the appropriate federal, state, or local regulatory agencies or bodies necessary to own and operate each Collateral Property, except where the failure to possess any such License or Permit would not have a Material Adverse Effect. The Collateral Property Owners are in material compliance with the terms and conditions of all such Licenses and Permits, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Licenses and Permits are valid and in full force and effect, except where the invalidity of such Licenses and Permits or the failure of such Licenses and Permits to be in full force and effect would not result in a Material Adverse Effect. Neither the Borrower nor any of the Collateral Property Owners has received any notice of proceedings relating to the revocation or modification of any such Licenses and Permits which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. (i) The Collateral Property Owners have fee simple title to the Collateral Properties; (ii) the interest of the Collateral Property Owners in the Collateral Properties are not subject to any Liens except for those in favor of the Agent on behalf of the Lenders securing the repayment of Obligations and other Permitted Liens, (iii) neither the Borrower nor any of the Collateral Property Owners has received notice of the assertion of any claim by anyone adverse to any Loan Party's ownership, or leasehold rights in and to any Collateral Property; and (iv) except as set forth in Schedule 6.16.2 hereto, no Person has an option or right of first refusal to purchase all or part of any Collateral Property or any interest therein which has not been waived; 6.16.3 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect or is disclosed in the Environmental Reports (as defined in the Environmental Indemnity), (i) each Collateral Property is free of any Hazardous Materials in violation of any Environmental Legal Requirements applicable to such property; (ii) none of the Collateral Property Owners or Borrower has received any notice of a claim under or pursuant to any Environmental Legal Requirements applicable to an Collateral Property or under common law pertaining to Hazardous Materials on or originating from any Collateral Property; and (iii) none of the Collateral Property Owners or Borrower has received any notice from any Governmental Authority claiming any material violation of any Environmental Legal Requirements that is uncured or unremediated; 6.16.4 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) with respect to the Collateral Properties, each Major Lease is in full force and effect, (ii) none of the Collateral Property Owners is in default in the performance of any material obligation under any Major Lease and the Borrower has no knowledge of any circumstances which, with the passage of time or the giving of notice, or both, would constitute an event of default by any party under any of the Major Leases, (iii) no tenant is in monetary default beyond 30 days or material nonmonetary default under any Major Lease, (iv) there are no actions, voluntary or involuntary, pending against any tenant under a Major Lease under any bankruptcy or insolvency laws, and (v) none of the Leases and none of the rents or other amounts payable thereunder has been assigned, pledged or encumbered by any of the Collateral Property Owners or any other Person, except with respect to the Lien in favor of the Agent on behalf of the Lenders securing the repayment of Obligations. 6.16.5 All matters described and set forth in Schedule 5.1.11 regarding the Seattle Tower Casualty are true, correct and compete in all material respects.

Collateral Properties. 6.16.1 6.14.1 Each of the Collateral Borrowing Base Property Owners possesses such Licenses and Permits issued by the appropriate federal, state, or local regulatory agencies or bodies necessary to own and operate each Collateral Property, except where the failure to possess any such License or Permit would not have a Material Adverse Effect. The Collateral Borrowing Base Property Owners are in material compliance with the terms and conditions of all such Licenses and Permits, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Licenses and Permits are valid and in full force and effect, except where the invalidity of such Licenses and Permits or the failure of such Licenses and Permits to be in full force and effect would not result in a Material Adverse Effect. Neither the Borrower nor any of the Collateral Borrowing Base Property Owners has received any notice of proceedings relating to the revocation or modification of any such Licenses and Permits which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. 6.14.2 (i) The Collateral Borrowing Base Property Owners have either (x) fee simple title to the Collateral Properties or (y) a leasehold estate interest in the Collateral Properties, as set forth in Schedule 6.14.2(i)(as such may be updated from time to time in accordance with Section 6.22); (ii) the interest of the Collateral Borrowing Base Property Owners in the Collateral Properties are not subject to any Liens except for those in favor of the Administrative Agent on behalf of the Lenders securing the repayment of Obligations and other Permitted Liens, (iii) neither the Borrower nor any of the Collateral Borrowing Base Property Owners has received notice of the assertion of any claim by anyone adverse to any Loan Party's ownership, or leasehold rights in and to any Collateral PropertyProperty (except as may be disclosed in any update from time to time in accordance with Section 6.22); and (iv) except as set forth in Schedule 6.16.2 hereto, no Person has an option or right of first refusal to purchase all or part of any Collateral Property or any interest therein which has not been waivedwaived (except as may be disclosed in any update from time to time in accordance with Section 6.22); 6.16.3 6.14.3 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect or is disclosed in the Environmental Reports (as defined in the Environmental Indemnity), (i) each Collateral Property is free of any Hazardous Materials in violation of any Environmental Legal Requirements applicable to such property; (ii) none of the Collateral Borrowing Base Property Owners or Borrower has received any notice of a claim under or pursuant to any Environmental Legal Requirements applicable to an Collateral Property or under common law pertaining to Hazardous Materials on or originating from any Collateral PropertyProperty (except as may be disclosed in any update from time to time in accordance with Section 6.22); and (iii) none of the Collateral Borrowing Base Property Owners or Borrower has received any notice from any Governmental Authority claiming any material violation of any Environmental Legal Requirements that is uncured or unremediatedunremediated (except as may be disclosed in any update from time to time in accordance with Section 6.22); 6.16.4 6.14.4 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) with respect to the Collateral Properties, each Major Lease is in full force and effecteffect (except as may be disclosed in any update from time to time in accordance with Section 6.22), (ii) except as set forth in Schedule 6.14.4(ii) (as such may be updated from time to time in accordance with Section 6.22), to the Borrower's knowledge, none of the Collateral Borrowing Base Property Owners is in default in the performance of any material obligation under any Major Lease and the Borrower has no knowledge of any circumstances which, with the passage of time or the giving of notice, or both, would constitute an event of default by any party under any of the Major Leases, (iii) except as set forth in Schedule 6.14.4(iii) (as such may be updated from time to time in accordance with Section 6.22), to the Borrower's knowledge, no tenant is in monetary default beyond 30 days or material nonmonetary default under any Major Lease, (iv) except as otherwise expressly set forth in Schedule 6.14.4(iv) (as such may be updated from time to time in accordance with Section 6.22), to the Borrower's Knowledge, there are no actions, voluntary or involuntary, pending against any tenant under a Major Lease under any bankruptcy or insolvency laws, and (v) none of the Major Leases and none of the rents or other amounts payable thereunder has been assigned, pledged or encumbered by any of the Collateral Borrowing Base Property Owners or any other Person, except with respect to the Lien in favor of the Administrative Agent on behalf of the Lenders securing the repayment of Obligations. 6.16.5 All matters described 6.14.5 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) each Ground Lease is valid, binding and in full force and effect as against the applicable Borrowing Base Property Owners and, to the Borrower's knowledge, the other party thereto, (ii) none of the Ground Leases is subject to any pledge, lien, assignment, license or other agreement granting to any third party any interest therein, and (iii) no payments under any Ground Lease are delinquent and no notice of default thereunder has been sent or received by any Loan Party which has not been cured or waived prior to the date hereof, and to the knowledge of the Borrower, there does not exist under any of the Ground Leases any default by any Borrowing Base Property Owners or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Borrowing Base Property Owners, and (iv) the identity of each ground lessee and whether each such ground lessee is an Affiliate of any Loan Party are set forth in Schedule 5.1.11 regarding the Seattle Tower Casualty are true, correct and compete in all material respects6.14.5.