Title to Properties; Liens; Indebtedness Clause Samples

Title to Properties; Liens; Indebtedness. The Borrower (a) is the owner of a good and indefeasible fee simple estate and interest to, and is lawfully seized and possessed of, the Mortgaged Premises, free and clear of all Liens, except for Permitted Encumbrances, and (b) subject only to the Permitted Encumbrances, has the unconditional right to encumber the Mortgaged Premises by the Security Instrument and the other Loan Documents. Subject to the Permitted Encumbrances, the Borrower does hereby warrant generally and agrees to defend the Mortgaged Premises and the title thereto, whether now owned or hereafter acquired, and the lien, operation, and effect of the Security Instrument thereon against all claims and demands by any Person. The Borrower represents and warrants that it has complied in all material respects, and shall comply in all material respects at all times until the Loan is indefeasibly repaid in full, with each of the covenants, restrictions, and conditions imposed by each instrument or matter to which the Mortgaged Premises is subject, including but not limited to, each instrument and matter contained within the Permitted Encumbrances. The Borrower represents and warrants that it is not an obligor with respect to any indebtedness, including, without limitation, any mezzanine debt or subordinate debt (other than the Loan), trade debt (up to two percent (2%) of the maximum amount of the Loan), and ad valorem taxes not yet delinquent. Notwithstanding anything in the immediately preceding sentence to the contrary, the representation and warranty contained in the immediately preceding sentence does not preclude any unsecured indebtedness issued to the Borrower from its limited partners which, in the aggregate, comprise no more than three percent (3%) of the then-outstanding unpaid principal balance of the Loan.