Common use of Warranties of Mortgagor Clause in Contracts

Warranties of Mortgagor. Mortgagor hereby represents and warrants to Mortgagee, as a material inducement to Mortgagee to accept the Assignment, that: (i) Mortgagor has full right and power to assign the Leases and Rents and Mortgagor has not assigned, transferred, mortgaged, pledged or otherwise encumbered any of its right, title and interest in, to or under the Leases or the Rents (which prior assignment will not be terminated with the proceeds from the loan evidenced by the Note) and no part of such right, title and interest is subject to any lien or other encumbrance, except in favor of Mortgagee; (ii) To its knowledge, Mortgagor has not done anything which might prevent Mortgagee from or limit Mortgagee in operating under any of the provisions hereof; (iii) To its knowledge, each of the Leases is a legal, valid and binding obligation of each of the Tenants thereof, enforceable in accordance with its terms; (iv) To its knowledge, no material default exists by Mortgagor or any of the Tenants under any of the Leases; (v) No Rents have been received by Mortgagor more than thirty (30) days in advance of the time when the same became or becomes due under the terms of the Leases; and (vi) There are, as of the date hereof, no Leases in existence which affect all or any portion of the Mortgaged Property other than as disclosed in writing by Mortgagor to Mortgagee prior to the date hereof. Mortgagor covenants and agrees that all future Leases will be subordinate to the lien of this Mortgage.

Warranties of Mortgagor. Mortgagor Mortgagor, for itself and its successors and assigns, does hereby represents represent, warrant and warrants covenant to and with Mortgagee, as a material inducement to Mortgagee to accept the Assignmentits successors and assigns, that: (ia) Mortgagor has good, marketable and indefeasible fee simple title to the Mortgaged Property, subject only to those matters expressly set forth as exceptions to title or subordinate matters in the title insurance policy insuring the lien of this Mortgage which Mortgagee has agreed to accept (such items being the “Permitted Encumbrances”), and has full right power and power lawful authority to assign mortgage its interest in the Leases Mortgaged Property in the manner and Rents form hereby done or intended. Mortgagor will preserve its interest in and title to the Mortgaged Property and will forever warrant and defend the same to Mortgagee against any and all claims whatsoever and will forever warrant and defend the validity and priority of the lien and security interest created herein against the claims of all persons and parties whomsoever, subject to the Permitted Encumbrances. The foregoing warranty of title shall survive the foreclosure of this Mortgage and shall inure to the benefit of and be enforceable by Mortgagee in the event Mortgagee acquires title to the Mortgaged Property by foreclosure or otherwise; (b) No bankruptcy, reorganization or insolvency proceedings are pending or contemplated either by Mortgagor has not assignedor, transferredto the best knowledge of Mortgagor, mortgagedagainst Mortgagor (or, pledged if Mortgagor is a partnership or otherwise encumbered a limited liability company, any of its rightgeneral partners or members) or by or against any endorser or cosigner of the Note or of any portion of the Debt, title and interest in, to or any guarantor or indemnitor under any guaranty or indemnity agreement executed in connection with the Leases Note or the Rents loan evidenced thereby and secured hereby (which prior assignment will not be terminated an “Indemnitor”); (c) All reports, certificates, affidavits, statements and other data furnished by or on behalf of Mortgagor to Mortgagee in connection with the proceeds from the loan evidenced by the Note) Note are true and no part of such right, title correct in all material respects and interest is subject do not omit to state any lien fact or other encumbrance, except in favor of Mortgageecircumstance necessary to make the statements contained therein not misleading; (iid) To its knowledgeThe execution, Mortgagor has not done anything which might prevent Mortgagee from or limit Mortgagee in operating under any delivery and performance of this Mortgage, the Note and all of the provisions hereof; (iii) To its knowledgeother Loan Documents have been duly authorized by all necessary action to be, each of the Leases is a legaland are, valid binding and binding obligation of each of the Tenants thereof, enforceable against Mortgagor in accordance with its terms; the respective terms thereof (ivexcept as may be limited by (i) To its knowledgebankruptcy, no material insolvency or other similar laws affecting the rights of creditors generally, and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law)) and do not (i) contravene, result in a breach of or constitute a default exists (nor upon the giving of notice or the passage of time or both will the same constitute a default) under the organizational documents of Mortgagor or any contract or agreement of any nature to which Mortgagor is a party or by which Mortgagor or any of the Tenants under its property may be bound or (ii) violate or contravene any of the Leaseslaw, order, decree, rule or regulation to which Mortgagor is subject; (v) No Rents have been received by Mortgagor more than thirty (30) days in advance of the time when the same became or becomes due under the terms of the Leases; and (vie) There areare no judicial, as administrative, mediation or arbitration actions, suits or proceedings pending or threatened against or affecting Mortgagor (or, if Mortgagor is a partnership or a limited liability company, any of the date hereof, no Leases in existence which affect all its general partners or any portion of members) or the Mortgaged Property other than as disclosed in writing by Mortgagor which, if adversely determined, would materially impair either the Mortgaged Property or Mortgagor’s ability to Mortgagee prior perform the covenants or obligations required to be performed under the date hereof. Mortgagor covenants and agrees that all future Leases will be subordinate to the lien of this Mortgage.Loan Documents;

Warranties of Mortgagor. Mortgagor Mortgagor, for itself and its successors and assigns, does hereby represents represent, warrant and warrants covenant to and with Mortgagee, as a material inducement to Mortgagee to accept the Assignmentits successors and assigns, that: (ia) Mortgagor has good and marketable fee simple title to the Property, subject only to those matters expressly set forth as exceptions to or subordinate matters in the title insurance policy insuring the lien of this Mortgage which Mortgagee has agreed to accept, excepting therefrom all preprinted and/or standard exceptions (the "Permitted Exceptions"), and has full right power and power lawful authority to assign grant, bargain, sell, convey, assign, transfer and mortgage its interest in the Leases Property in the manner and Rents form hereby done or intended. Mortgagor will preserve its interest in and title to the Property and will forever warrant and defend the same to Mortgagee against any and all claims whatsoever and will forever warrant and defend the validity and priority of the lien and security interest created herein against the claims of all persons and parties whomsoever, subject to the Permitted Exceptions. The foregoing warranty of title shall survive the foreclosure of this Mortgage and shall inure to the benefit of and be enforceable by Mortgagee in the event Mortgagee acquires title to the Property pursuant to any foreclosure; (b) No bankruptcy or insolvency proceedings are pending or contemplated by Mortgagor has not assigned, transferred, mortgaged, pledged or otherwise encumbered any of its right, title and interest inor, to the best knowledge of Mortgagor, against Mortgagor or by or against any endorser or cosigner of the Note, or any guarantor or indemnitor under the Leases any guaranty or the Rents (which prior assignment will not be terminated indemnity agreement executed in connection with the proceeds from Note of the loan evidenced thereby and secured hereby; (c) To the best of Mortgagor's knowledge, all reports, certificates, affidavits, statements and other data furnished by or on behalf of Mortgagor to Mortgagee in connection with the loan evidenced by the NoteNote are true and correct in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not misleading; (d) The execution, delivery and performance of this Mortgage, the Note and all of the other Loan Documents have been duly authorized by all necessary action to be, and are, binding and enforceable against Mortgagor in accordance with the respective terms thereof and do not contravene, result in a breach of or constitute (upon the giving of notice or the passage of time or both) a default under the partnership agreement, articles of incorporation or other organizational documents of Mortgagor or any contract or agreement of any nature to which Mortgagor is a party or by which Mortgagor or any of its property may be bound and do not violate or contravene any law, order, decree, rule or regulation to which Mortgagor is subject; (e) The Real Estate and the Improvements, and the intended use thereof by Mortgagor comply in all material respects with all applicable restrictive covenants, zoning ordinances, subdivision and building codes, flood disaster laws, applicable health and environmental laws and regulations and all other ordinances, orders or requirements issued by any state, federal or municipal authorities having or claiming jurisdiction over the Property. The Real Estate and Improvements constitute one or more separate tax parcels for purposes of ad valorem taxation. The Real Estate and Improvements do not require any rights over, or restrictions against, other property in order to comply with any of the aforesaid governmental ordinances, orders or requirements other than Permitted Exceptions. (f) All utility services necessary and sufficient for the full use, occupancy, operation and disposition of the Real Estate and the Improvements for their intended purposes are available to the Property, including water, storm sewer, sanitary sewer, gas, electric, cable and telephone facilities, through public rights-of-way or perpetual private easements; (g) All streets, roads, highways, bridges and waterways necessary for access to and full use, occupancy, operation and disposition of the Real Estate and the Improvements have been completed, have been dedicated to and accepted by the appropriate municipal authority and are open and available to the Real Estate and the Improvements without further condition or cost to Mortgagor or served by a perpetual private easement reflected in the Permitted Exceptions; (h) All curb cuts, driveways and traffic signals shown on the survey delivered to Mortgagee prior to the execution and delivery of this Mortgage are existing and have been fully approved by the appropriate governmental authority; (i) To the best of Mortgagor's knowledge, there are no judicial, administrative, mediation or arbitration actions, suits or proceedings pending or threatened against or affecting Mortgagor, (and, if Mortgagor is a partnership, any of its general partners) or the Property which, if adversely determined, would materially impair either the Property or Mortgagor's ability to perform the covenants or obligations required to be performed under the Loan Documents; (j) The Property is free from delinquent water charges, sewer rents, taxes and assessments; (k) As of the date of this Mortgage, the Property is free from unrepaired damage caused by fire, flood, accident or other casualty; (l) As of the date of this Mortgage, no part of the Real Estate or the Improvements has been taken in condemnation, eminent domain or like proceeding nor is any such rightproceeding pending or to Mortgagor's knowledge and belief, title and interest is subject to any lien threatened or other encumbrance, except in favor of Mortgageecontemplated; (iim) To Mortgagor possesses all franchises, patents, copyrights, trademarks, trade names, licenses and permits adequate for the conduct of its knowledge, Mortgagor has not done anything which might prevent Mortgagee from or limit Mortgagee in operating under any of the provisions hereofbusiness substantially as now conducted; (iiin) To its the best of Mortgagor's knowledge, each the Improvements are structurally sound, in good repair and free of defects in materials and workmanship and have been constructed and installed in substantial compliance with the Leases is a plans and specifications relating thereto, ordinary wear and tear excepted. All major building systems located within the Improvements, including, without limitation, the heating and air conditioning systems and the electrical and plumbing systems, are in good working order and condition, ordinary wear and tear excepted; (o) Mortgagor has delivered to Mortgagee true, correct and complete copies of all Contracts and all amendments thereto or modifications thereof; (p) Each Contract constitutes the legal, valid and binding obligation of each Mortgagor and, to the best of Mortgagor's knowledge and belief, is enforceable against any other party thereto. To the Tenants thereofbest of Mortgagor's knowledge, enforceable no default exists, or with the passing of time or the giving of notice or both would exist, under any Contract which would, in accordance with its termsthe aggregate, have a material adverse effect on Mortgagor or the Property; (ivq) To its knowledge, No Contract provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Mortgage other than Permitted Exceptions; (r) Mortgagor and the Property are free from any delinquent obligations for sales and payroll taxes; (s) There are no material default exists by Mortgagor security agreements or financing statements affecting any of the Tenants under any of the Leases; (v) No Rents have been received by Mortgagor more than thirty (30) days in advance of the time when the same became or becomes due under the terms of the Leases; and (vi) There are, as of the date hereof, no Leases in existence which affect all or any portion of the Mortgaged Property other than (i) as disclosed in writing by Mortgagor to Mortgagee prior to the date hereofhereof and (ii) the security agreements and financing statements created in favor of Mortgagee; and (t) The Property forms no part of any property owned, used or claimed by Mortgagor as a residence or business homestead and is not exempt from forced sale under the laws of the State of South Carolina. Mortgagor covenants hereby disclaims and agrees renounces each and every claim to all or any portion of the Property as a homestead. (u) The Permitted Exceptions do not and will not materially and adversely affect (1) the ability of Mortgagor to pay in full the principal and interest on the Note in a timely manner or (2) the use of the Property for the use currently being made thereof, the operation of the Property as currently being operated or the value of the Property. (v) Mortgagor shall take all action necessary to assure that all future Leases will be subordinate Mortgagor's computer based systems are able to operate and effectively process data, including dates on and after January 1, 2000 and at the lien request of this MortgageMortgagee, Mortgagor shall provide Mortgagee with assurance acceptable to Mortgagee of Mortgagor's Year 2000 compatibility.