Common use of Representations and Warranties of Mortgagor Clause in Contracts

Representations and Warranties of Mortgagor. Mortgagor represents, warrants and covenants to Mortgagee that (i) Mortgagor holds clear title to the Mortgaged Property and title in fee simple in the Land; (ii) Mortgagor has the right, power and authority to execute this Mortgage and to mortgage, and grant a security interest in the Mortgaged Property; (iii) the Mortgaged Property is free and clear of all liens and encumbrances, except for the Senior Loan and real estate taxes not yet delinquent and the permitted exceptions set forth on Schedule 1 attached hereto; (iv) Mortgagor will warrant and defend title to the Mortgaged Property and the lien and priority of this City Mortgage against all claims and demands of all persons, whether now existing or hereafter arising; and (v) all buildings and improvements now or hereafter located on the Land are, or will be, located entirely within the boundaries of the Land; (vi) Mortgagor is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order of the United States Treasury Department as a terrorist, "Specially Designated National and Blocked Person" or any other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and are not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity or nation. Mortgagor hereby agrees to defend, indemnify and hold harmless the other party from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney's fees and costs) arising from or related to any breach of the foregoing certification; (vii) the Mortgaged Property is not subject to any casualty damage; (viii) Mortgagor has not received any written notice of any eminent domain or condemnation proceeding affecting the Mortgaged Property; and (ix) to the best of Xxxxxxxxx's knowledge, following due and diligent inquiry, there are no actions, suits or proceedings pending, completed or threatened against or affecting Mortgagor, or any person or entity owning an interest (directly or indirectly) in Mortgagor ("Interest Owner(s)") or any property of Mortgagor or any Interest Owner in any court or before any arbitrator of any kind or before or by any governmental authority (whether local, state, federal or foreign) that, individually or in the aggregate, could reasonably be expected by Mortgagee to be material to the transaction contemplated hereby.

Representations and Warranties of Mortgagor. Mortgagor represents, warrants and covenants to Mortgagee that (i) Mortgagor holds clear title to the Mortgaged Property and title in fee simple in the Land; (ii) Mortgagor has the right, power and authority to execute this Mortgage and to mortgage, and grant a security interest in the Mortgaged Property; (iii) the Mortgaged Property is free and clear of all liens and encumbrances, except for the Senior Debt (as defined in the Loan Agreement), which is senior and real estate taxes not yet delinquent paramount to this Mortgage, and except for the permitted exceptions set forth Permitted Encumbrances described on Schedule 1 attached Exhibit B hereto; (iv) Mortgagor will warrant and defend title to the Mortgaged Property and the lien and priority of this City Mortgage against all claims and demands of all persons, whether now existing or hereafter arising; and (v) all buildings and improvements now or hereafter located on the Land are, or will be, located entirely within the boundaries of the Land; and (vi) Mortgagor is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order of the United States Treasury Department as a terrorist, "“Specially Designated National and Blocked Person" ” or any other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and are is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity or nation. Mortgagor hereby agrees to defend, indemnify and hold harmless the other party from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney's fees and costs) arising from or related to any breach of the foregoing certification; (vii) the Mortgaged Property is not subject to any casualty damage; (viii) Mortgagor has not received any written notice of any eminent domain or condemnation proceeding affecting the Mortgaged Property; and (ix) to the best of Xxxxxxxxx's knowledge, following due and diligent inquiry, there are no actions, suits or proceedings pending, completed or threatened against or affecting Mortgagor, or any person or entity owning an interest (directly or indirectly) in Mortgagor ("Interest Owner(s)") or any property of Mortgagor or any Interest Owner in any court or before any arbitrator of any kind or before or by any governmental authority (whether local, state, federal or foreign) that, individually or in the aggregate, could reasonably be expected by Mortgagee to be material to the transaction contemplated hereby.

Representations and Warranties of Mortgagor. Mortgagor represents, warrants and covenants to Mortgagee Mortgagees that (i) Mortgagor holds clear title to the Mortgaged Property and title in fee simple in the Land; (ii) Mortgagor has the right, power and authority to execute this Mortgage and to mortgage, and grant a security interest in the Mortgaged Property; (iii) the Mortgaged Property is free and clear of all liens and encumbrances, except for (A) such liens and encumbrances granted by Mortgagor to OSM-REO FF, LLC (“OSM”) pursuant to the Senior terms of that certain Amended and Restated Loan Agreement (as amended and real estate taxes not yet delinquent supplemented from time to time, the “Loan Agreement”) dated as of September 30, 2010 and the Security Documents and other Loan Documents (as such terms are defined in the Loan Agreement) (the “Senior Lien”), which liens and encumbrances are senior to the lien and security interest granted herein, as evidenced by that certain Subordination Agreement dated on or about May __, 2013 by and among Mortgagor, Mortgagees and OSM-REO FF, LLC (as amended from time to time, the “Subordination Agreement”), (B) those permitted exceptions encumbrances set forth on Schedule 1 attached Exhibit B hereto, (C) the Permitted Exceptions (as defined in the Asset Purchase Agreement) and (D) liens or security interests arising from loans made to Mortgagor, other than those loans made by OSM in connection with the Senior Lien, but only if the lender of any such loans shall have entered into a subordination agreement with Mortgagees in a form reasonably satisfactory to Mortgagees before such loans are made to Mortgagor; (iv) other than such liens and encumbrances set forth in subparagraph (iii) herein, Mortgagor will warrant and defend title to the Mortgaged Property and the lien and priority of this City Mortgage against all claims and demands of all persons, whether now existing or hereafter arising; and (v) all buildings and improvements now or hereafter located on the Land are, or will be, located entirely within the boundaries of the Land; and (vi) Mortgagor is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order of the United States Treasury Department as a terrorist, "“Specially Designated National and Blocked Person" ” or any other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and are is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity or nation. Mortgagor hereby agrees to defend, indemnify and hold harmless the other party from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney's fees and costs) arising from or related to any breach of the foregoing certification; (vii) the Mortgaged Property is not subject to any casualty damage; (viii) Mortgagor has not received any written notice of any eminent domain or condemnation proceeding affecting the Mortgaged Property; and (ix) to the best of Xxxxxxxxx's knowledge, following due and diligent inquiry, there are no actions, suits or proceedings pending, completed or threatened against or affecting Mortgagor, or any person or entity owning an interest (directly or indirectly) in Mortgagor ("Interest Owner(s)") or any property of Mortgagor or any Interest Owner in any court or before any arbitrator of any kind or before or by any governmental authority (whether local, state, federal or foreign) that, individually or in the aggregate, could reasonably be expected by Mortgagee to be material to the transaction contemplated hereby.

Representations and Warranties of Mortgagor. Mortgagor represents, warrants and covenants to Mortgagee that (i) Mortgagor holds clear title to the Mortgaged Property and title in fee simple in the Land; (ii) Mortgagor has the right, power and authority to execute this Mortgage and to mortgage, and grant a security interest in the Mortgaged Property; (iii) the Mortgaged Property is free and clear of all liens and encumbrances, except for the Senior Loan and real estate taxes not yet delinquent and the permitted exceptions set forth on Schedule 1 attached hereto; (iv) Mortgagor will warrant and defend title to the Mortgaged Property and the lien and priority of this City Mortgage against all claims and demands of all persons, whether now existing or hereafter arising; and (v) all buildings and improvements now or hereafter located on the Land are, or will be, located entirely within the boundaries of the Land; (vi) Mortgagor is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order of the United States Treasury Department as a terrorist, "Specially Designated National and Blocked Person" or any other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and are not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity or nation. Mortgagor hereby agrees to defend, indemnify and hold harmless the other party from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney's fees and costs) arising from or related to any breach of the foregoing certification; (vii) the Mortgaged Property is not subject to any casualty damage; (viii) Mortgagor has not received any written notice of any eminent domain or condemnation proceeding affecting the Mortgaged Property; and (ix) to the best of XxxxxxxxxMortgagor's knowledge, following due and diligent inquiry, there are no actions, suits or proceedings pending, completed or threatened against or affecting Mortgagor, or any person or entity owning an interest (directly or indirectly) in Mortgagor ("Interest Owner(s)") or any property of Mortgagor or any Interest Owner in any court or before any arbitrator of any kind or before or by any governmental authority (whether local, state, federal or foreign) that, individually or in the aggregate, could reasonably be expected by Mortgagee to be material to the transaction contemplated hereby.