Common use of Representations and Warranties of Mortgagor Clause in Contracts

Representations and Warranties of Mortgagor. Mortgagor and each signatory who signs on Mortgagor’s behalf hereby represents and warrants as follows: (a) That this Mortgage, the Note and all other documents executed and delivered to Mortgagee in connection herewith were executed in accordance with the requirements of law and are valid, binding and enforceable in accordance with their terms. (b) That the execution of this Mortgage, the Note and any other document executed and delivered to Mortgagee in connection herewith, and the full and complete performance of the provisions hereof and thereof, will not result in any breach of, or constitute a default under any indenture, mortgage, bank loan or credit agreement or other agreement or instrument to which Mortgagor is a party or by which Mortgagor is bound, and will not result in the creation of any lien, charge or encumbrance (other than those in favor of Mortgagee) upon any property or assets of Mortgagor. (c) That as of the date of execution of this Mortgage, Mortgagor is the owner of the Mortgaged Property. (d) The improvements on the Premises, existing and proposed, and their intended use will, when completed, comply fully with all applicable environmental, air quality, zoning, planning, building, subdivision and other governmental laws and requirements. Mortgagor specifically warrants that the existing improvements on each property listed on Exhibit “A” attached hereto and made a part hereof by reference, complies with all local zoning ordinances. (e) The Premises are composed of one or more whole tax parcels with a separate tax assessment, independent of any land or improvements not encumbered by this Mortgage. (f) There is no litigation pending or, to the best of Mortgagor’s knowledge, threatened against the Mortgaged Property. There is no litigation pending or, to the best of Mortgagor’s knowledge, threatened against Mortgagor, which might, so far as Mortgagor can now reasonably foresee, have a material adverse effect on Mortgagor’s ability to repay the Note or to perform the provisions of this Mortgage or of any other document delivered to Mortgagee in connection herewith. Mortgagor has disclosed all litigation pending and threatened against Mortgagor to Mortgagee in writing, and will disclose all future such litigation to Mortgagee in writing within thirty (30) days of its receipt of notice thereof. (g) The Mortgaged Property complies with all applicable subdivision laws, ordinances, regulations, rules and other requirements. (h) Mortgagor is not in default with respect to any existing indebtedness or obligation. (i) Mortgagor has the power and authority to enter into and perform all terms and conditions of this Mortgage, the Note, and all other documents executed in connection with this transaction, and to incur the obligations herein and therein provided for. (j) Unless previously disclosed to Mortgagee in writing, Mortgagor has not made any agreement or taken any action which may cause anyone to become entitled to a commission or finder’s fee as a result of the making of any loan to Mortgagor by Mortgagee. These representations and warranties may be relied upon by Mortgagee with or without investigation by Mortgagee and they shall survive any such investigation, and shall continue and may be relied upon by Mortgagee until all obligations secured by this Mortgage have been paid in full.

Representations and Warranties of Mortgagor. Mortgagor represents, warrants and each signatory who signs on Mortgagor’s behalf hereby represents covenants to Mortgagees that (i) Mortgagor holds clear title to the Mortgaged Property and warrants 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 terms of that certain Amended and Restated Loan Agreement (as follows: (a) That this Mortgageamended and supplemented from time to time, the Note “Loan Agreement”) dated as of September 30, 2010 and all the Security Documents and other documents executed Loan Documents (as such terms are defined in the Loan Agreement) (the “Senior Lien”), which liens and delivered encumbrances are senior to Mortgagee in connection herewith were executed in accordance with the requirements of law lien and are validsecurity interest granted herein, binding as evidenced by that certain Subordination Agreement dated on or about May __, 2013 by and enforceable in accordance with their terms. among Mortgagor, Mortgagees and OSM-REO FF, LLC (b) That the execution of this Mortgageas amended from time to time, the Note and any other document executed and delivered to Mortgagee in connection herewith“Subordination Agreement”), and (B) those permitted encumbrances set forth on Exhibit B hereto, (C) the full and complete performance of the provisions hereof and thereof, will not result in any breach of, or constitute a default under any indenture, mortgage, bank loan or credit agreement or other agreement or instrument to which Mortgagor is a party or by which Mortgagor is bound, and will not result Permitted Exceptions (as defined in the creation of any lienAsset Purchase Agreement) and (D) liens or security interests arising from loans made to Mortgagor, charge or encumbrance (other than those loans made by OSM in favor connection with the Senior Lien, but only if the lender of Mortgageeany 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) upon any property or assets of Mortgagor. other than such liens and encumbrances set forth in subparagraph (ciii) That as of the date of execution of this Mortgageherein, Mortgagor is the owner of will warrant and defend title to the Mortgaged Property. (d) The improvements on Property and the Premises, existing lien and proposed, and their intended use will, when completed, comply fully with all applicable environmental, air quality, zoning, planning, building, subdivision and other governmental laws and requirements. Mortgagor specifically warrants that the existing improvements on each property listed on Exhibit “A” attached hereto and made a part hereof by reference, complies with all local zoning ordinances. (e) The Premises are composed of one or more whole tax parcels with a separate tax assessment, independent of any land or improvements not encumbered by this Mortgage. (f) There is no litigation pending or, to the best of Mortgagor’s knowledge, threatened against the Mortgaged Property. There is no litigation pending or, to the best of Mortgagor’s knowledge, threatened against Mortgagor, which might, so far as Mortgagor can now reasonably foresee, have a material adverse effect on Mortgagor’s ability to repay the Note or to perform the provisions priority of this Mortgage against all claims and demands of all persons, whether now existing or hereafter arising; (v) all buildings and improvements now or hereafter located on the Land are, or will be, located entirely within the boundaries of any other document delivered to Mortgagee in connection herewith. Mortgagor has disclosed all litigation pending the Land; and threatened against Mortgagor to Mortgagee in writing, and will disclose all future such litigation to Mortgagee in writing within thirty (30) days of its receipt of notice thereof. (g) The Mortgaged Property complies with all applicable subdivision laws, ordinances, regulations, rules and other requirements. (hvi) Mortgagor is not in default with respect 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 existing indebtedness law, order, rule or obligation. (i) Mortgagor has regulation that is enforced or administered by the power Office of Foreign Assets Control; and authority to enter into and perform all terms and conditions of this Mortgage, the Note, and all other documents executed is not engaged in connection with 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 incur the obligations herein and therein provided for. (j) Unless previously disclosed to Mortgagee in writing, Mortgagor has not made any agreement or taken any action which may cause anyone to become entitled to a commission or finder’s fee as a result breach of the making of any loan to Mortgagor by Mortgagee. These representations and warranties may be relied upon by Mortgagee with or without investigation by Mortgagee and they shall survive any such investigation, and shall continue and may be relied upon by Mortgagee until all obligations secured by this Mortgage have been paid in fullforegoing certification.

Representations and Warranties of Mortgagor. Mortgagor represents, warrants and each signatory who signs on Mortgagor’s behalf hereby represents covenants to Mortgagee that (i) Mortgagor holds clear title to the Mortgaged Property and warrants 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 follows: (a) That defined in the Loan Agreement), which is senior and paramount to this Mortgage, and except for the Note Permitted Encumbrances described on Exhibit B hereto; (iv) Mortgagor will warrant and all other documents executed and delivered defend title to Mortgagee in connection herewith were executed in accordance with the requirements of law and are valid, binding and enforceable in accordance with their terms. (b) That the execution of this Mortgage, the Note and any other document executed and delivered to Mortgagee in connection herewith, Mortgaged Property and the full lien and complete performance of the provisions hereof and thereof, will not result in any breach of, or constitute a default under any indenture, mortgage, bank loan or credit agreement or other agreement or instrument to which Mortgagor is a party or by which Mortgagor is bound, and will not result in the creation of any lien, charge or encumbrance (other than those in favor of Mortgagee) upon any property or assets of Mortgagor. (c) That as of the date of execution of this Mortgage, Mortgagor is the owner of the Mortgaged Property. (d) The improvements on the Premises, existing and proposed, and their intended use will, when completed, comply fully with all applicable environmental, air quality, zoning, planning, building, subdivision and other governmental laws and requirements. Mortgagor specifically warrants that the existing improvements on each property listed on Exhibit “A” attached hereto and made a part hereof by reference, complies with all local zoning ordinances. (e) The Premises are composed of one or more whole tax parcels with a separate tax assessment, independent of any land or improvements not encumbered by this Mortgage. (f) There is no litigation pending or, to the best of Mortgagor’s knowledge, threatened against the Mortgaged Property. There is no litigation pending or, to the best of Mortgagor’s knowledge, threatened against Mortgagor, which might, so far as Mortgagor can now reasonably foresee, have a material adverse effect on Mortgagor’s ability to repay the Note or to perform the provisions priority of this Mortgage against all claims and demands of all persons, whether now existing or hereafter arising; (v) all buildings and improvements now or hereafter located on the Land are, or will be, located entirely within the boundaries of any other document delivered to Mortgagee in connection herewith. Mortgagor has disclosed all litigation pending the Land; and threatened against Mortgagor to Mortgagee in writing, and will disclose all future such litigation to Mortgagee in writing within thirty (30) days of its receipt of notice thereof. (g) The Mortgaged Property complies with all applicable subdivision laws, ordinances, regulations, rules and other requirements. (hvi) Mortgagor is not in default with respect 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 existing indebtedness law, order, rule or obligation. (i) Mortgagor has regulation that is enforced or administered by the power Office of Foreign Assets Control; and authority to enter into and perform all terms and conditions of this Mortgage, the Note, and all other documents executed is not engaged in connection with 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 incur the obligations herein and therein provided for. (j) Unless previously disclosed to Mortgagee in writing, Mortgagor has not made any agreement or taken any action which may cause anyone to become entitled to a commission or finder’s fee as a result breach of the making of any loan to Mortgagor by Mortgagee. These representations and warranties may be relied upon by Mortgagee with or without investigation by Mortgagee and they shall survive any such investigation, and shall continue and may be relied upon by Mortgagee until all obligations secured by this Mortgage have been paid in fullforegoing certification.