Common use of Assignor Representations and Warranties Clause in Contracts

Assignor Representations and Warranties. The Assignor (A) represents and warrants to be true and correct in all material respects that (1) it is the legal and beneficial owner of the Remaining Assigned Interest, (2) the Remaining Assigned Interest is free and clear of any Lien (as defined below), (3) it has full power and authority, and has taken all action necessary, to execute and deliver the Assignment and Assumption (and the annexes and the exhibits attached thereto) and to consummate the transactions contemplated hereby, (4) the amounts set forth in Section 5 of the Assignment and Assumption are true, correct and complete and PFG controls all aspects (including voting and consent rights, subject to any consent rights with respect to amendments to the Loan Documents held by the Borrowers), and legally and beneficially owns all, of the Remaining Notes and other Obligations under the Loan Documents immediately prior to giving effect to the Assignment and Assumption (and the annexes and exhibits thereto), (5) none of the Remaining Notes have been assigned or converted into any Equity Interest (as defined below) (whether by Optional Conversion, Mandatory Conversion or otherwise), (6) the Assignor has not granted, sold, assigned or transferred any of, and has not otherwise impaired, its voting, consent or similar rights under the Loan Documents, (7) it is sophisticated with respect to decisions to sell, assign or transfer assets of the type represented by the Remaining Assigned Interest and either it, or the Person exercising discretion in making its decision to sell, assign and transfer the Remaining Assigned Interest, is experienced in selling, assigning and transferring assets of such type, (8) it has been accorded the opportunity to receive such documents and information as it deems appropriate to make its own credit analysis and decision to enter into the Assignment and Assumption and to sell, assign and transfer the Remaining Assigned Interest, and (9) it has, independently and without reliance upon the Assignee or any of the Assignee’s Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Assignment and Assumption and to sell, assign and transfer the Remaining Assigned Interest; and (B) assumes no responsibility with respect to (1) any statements, warranties or representations made by the Borrowers or any guarantors in or in connection with the Loan Agreement or any other Loan Document, (2) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any Collateral thereunder, (3) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or (4) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates of any of their respective obligations under any Loan Document. The Assignor acknowledges, understands and agrees that, (y) other than as provided in the Assignment and Assumption (and the annexes and exhibits thereto), the Assignee makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Assignment and Assumption (and the annexes and exhibits thereto) or in any related document or agreement and (z) the Assignee makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any guarantors.

Assignor Representations and Warranties. The With respect to each Agreement individually Assignor (A) represents and warrants to be Assignee with respect to that Agreement that (i) the Agreement is now in full force and effect; (ii) true and correct in copies of the Agreement (together with all material respects that amendments related thereto) have been delivered to Assignee and the Agreement has not been otherwise modified, amended or supplemented; (1iii) it is has (x) paid all rent due under the legal and beneficial owner Agreement prior to the date hereof, (y) not received any notice of default by Assignor as tenant under the Agreement, which default remains uncured as of the Remaining Assigned Interestdate hereof, and (2z) not given to BRRE notice of any default by BRRE as landlord under the Remaining Assigned Interest is Agreement which remains uncured as of the date hereof; (iv) it holds a joint occupancy interest in the premises under the Agreement together with BRRE, free and clear of any Lien liens, claims, mortgages, charges or encumbrances, subleases and occupancies, other than matters to which it as tenant under the Agreement is or may be subordinate; (as defined below), v) it is not in default of its obligations under the Agreement; (3vi) it has full the right, power and authority, authority to grant the occupancy rights in and has taken all action necessary, to execute and deliver the premises under the Agreement provided in this Assignment and Assumption of Agreements; (vii) it is a duly organized and validly existing limited liability company under the annexes and the exhibits attached thereto) and to consummate the transactions contemplated hereby, (4) the amounts set forth in Section 5 laws of the State of Delaware, with no proceedings pending or contemplated for its dissolution or reorganization, voluntary or involuntary; and (ix) upon the execution of this Assignment and Assumption are trueof Agreements by Assignor, correct Assignee and complete BBRE, this Assignment and PFG controls all aspects Assumption of Agreements shall constitute a valid and legally binding obligation of Assignor. [NOTE: THIS AGREEMENT SHALL BE EXECUTED ON THE DATE OF CLOSING UNDER THE CONTRIBUTION AGREEMENT.] SUBLEASE [2017 MICHIGAN LEASE] THIS SUBLEASE (including voting the “Agreement”) is made and consent rightsentered into effective as of December 1, subject to any consent rights with respect to amendments to the Loan Documents held 2017, by the Borrowersand between BLUEROCK REAL ESTATE, L.L.C., a Delaware limited liability company (“BRRE”), and legally and beneficially owns allBLUEROCK REIT OPERATOR, of the Remaining Notes and other Obligations under the Loan Documents immediately prior to giving effect to the Assignment and Assumption LLC, a Delaware limited liability company (and the annexes and exhibits thereto“BR OPERATOR”), (5) none of the Remaining Notes have been assigned or converted into any Equity Interest (as defined below) (whether by Optional Conversion, Mandatory Conversion or otherwise), (6) the Assignor has not granted, sold, assigned or transferred any of, and has not otherwise impaired, its voting, consent or similar rights under the Loan Documents, (7) it is sophisticated with respect to decisions to sell, assign or transfer assets of the type represented by the Remaining Assigned Interest and either it, or the Person exercising discretion in making its decision to sell, assign and transfer the Remaining Assigned Interest, is experienced in selling, assigning and transferring assets of such type, (8) it has been accorded the opportunity to receive such documents and information as it deems appropriate to make its own credit analysis and decision to enter into the Assignment and Assumption and to sell, assign and transfer the Remaining Assigned Interest, and (9) it has, independently and without reliance upon the Assignee or any of the Assignee’s Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Assignment and Assumption and to sell, assign and transfer the Remaining Assigned Interest; and (B) assumes no responsibility with respect to (1) any statements, warranties or representations made by the Borrowers or any guarantors in or in connection with the Loan Agreement or any other Loan Document, (2) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any Collateral thereunder, (3) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or (4) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates of any of their respective obligations under any Loan Document. The Assignor acknowledges, understands and agrees that, (y) other than as provided in the Assignment and Assumption (and the annexes and exhibits thereto), the Assignee makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Assignment and Assumption (and the annexes and exhibits thereto) or in any related document or agreement and (z) the Assignee makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any guarantors.

Assignor Representations and Warranties. The Assignor (A) represents and warrants to be true and correct in all material respects that (1) it is the legal and beneficial owner of the Remaining Assigned Interest, (2) the Remaining Assigned Interest is free and clear of any Lien (as defined below), (3) it has full power and authority, and has taken all action necessary, to execute and deliver the Assignment and Assumption (and the annexes and the exhibits attached thereto) and to consummate the transactions contemplated hereby, (4) the amounts set forth in Section 5 of the Assignment and Assumption are true, correct and complete and PFG controls all aspects (including voting and consent rights, subject to any consent rights with respect to amendments to the Loan Documents held by the Borrowers), and legally and beneficially owns all, of the Remaining Notes and other Obligations under the Loan Documents immediately prior to giving effect to the Assignment and Assumption (and the annexes and exhibits thereto), (5) none of the Remaining Notes have been assigned or converted into any Equity Interest (as defined below) (whether by Optional Conversion, Mandatory Conversion or otherwise), (6) no Subsequent Notes have been issued, (7) a notice of Assignor’s intention to exercise the Amortization Right has been delivered by the Assignor and a true, correct and complete copy of such notice is attached as Exhibit A, (8) a workspace called “Project Scion” on the onehub website at xxxxx://xx.xxxxxx.xxx contains as of the day immediately prior to the Effective Date and on the Effective Date true, correct and complete copies of the Loan Agreement and all other Loan Documents (including any amendments, restatements, supplements and other modifications with respect thereto executed and delivered by Assignor, any Borrower, any guarantor or any third party bound by a Loan Document) that materially affect the rights of any holder of the Notes and a list of all such Loan Documents is attached as Exhibit B, (9) the levels for the Adjusted Quick Ratio and the Tangible Net Worth financial covenants for the 2012 fiscal year have not been set by PFG or agreed to and the Assignor maintains all rights provided under the Loan Documents with respect to setting such levels, (10) the Minimum Revenues thresholds for the 2012 fiscal year have not been set or agreed to and the Assignor maintains all rights provided under the Loan Documents with respect to setting such Minimum Revenues, subject to the Minimum Revenues threshold percentage set forth in Section 1(d) of the Schedule to the Loan Agreement (as amended by Modification No. 1 to the Loan and Security Agreement dated as of March 31, 2011), (11) (I) the $2,000,000 Deposit has not been demanded by the Assignor; provided , however , the Assignor did discuss and correspond with the Borrowers such potential Deposit in connection with a Qualified Financing and (II) Silicon Valley Bank has not previously given its consent to PFG to demand any such Deposit, (12) to Assignor’s knowledge, there has been no Qualifying Financing that would cause the Assignor’s right to demand a Deposit to lapse or to otherwise be compromised or eliminated, (13) the Defaults or Events of Default specified on Exhibit C have occurred and are continuing (although the Borrowers have, outside of any applicable cure period provided for such Default, delivered a non-final draft Compliance Certificate for the month ending December 31, 2011, the failure of which to timely deliver a Compliance Certificate required by Section 6(a) of the Schedule to the Loan Agreement constitutes the Event of Default set forth in Exhibit C) and have not been expressly waived or otherwise compromised and, except as set forth in the communications appended as Exhibit A, the Assignor has not delivered any notice of such Defaults or Events of Default to the Borrowers, (14) the Assignor has not granted, sold, assigned or transferred any of, and has not otherwise impaired, its voting, consent or similar rights under the Loan Documents, (715) it has not previously waived, eliminated or otherwise compromised the Amortization Right, (16) it is sophisticated with respect to decisions to sell, assign or transfer assets of the type represented by the Remaining Assigned Interest and either it, or the Person exercising discretion in making its decision to sell, assign and transfer the Remaining Assigned Interest, is experienced in selling, assigning and transferring assets of such type, (8) 17) it has been accorded the opportunity to receive such documents and information as it deems appropriate to make its own credit analysis and decision to enter into the Assignment and Assumption and to sell, assign and transfer the Remaining Assigned Interest, and (918) it has, independently and without reliance upon the Assignee or any of the Assignee’s Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Assignment and Assumption and to sell, assign and transfer the Remaining Assigned Interest; and (B) assumes no responsibility with respect to (1) any statements, warranties or representations made by the Borrowers or any guarantors in or in connection with the Loan Agreement or any other Loan Document, (2) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any Collateral thereunder, (3) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or (4) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates of any of their respective obligations under any Loan Document. In construing the above representations and warranties, terms such as “waiver”, “elimination”, “impairment”, “compromise” and derivatives expressly exclude any such waiver, elimination, impairment or compromise other than expressly effected by Assignor. The Assignor acknowledges, understands and agrees that, (y) other than as provided in the Assignment and Assumption (and the annexes and exhibits thereto), the Assignee makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Assignment and Assumption (and the annexes and exhibits thereto) or in any related document or agreement and (z) the Assignee makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any guarantors. _________________________ 1 Capitalized terms used in this Terms and Conditions for Assignment and Assumption without definition shall have the meanings ascribed to such terms in the Assignment and Assumption to which this Terms and Conditions for Assignment and Assumption is attached.

Assignor Representations and Warranties. The Assignor (A) represents and warrants to be true and correct in all material respects that (1) it is the legal and beneficial owner of the Remaining Assigned Interest, (2) the Remaining Assigned Interest is free and clear of any Lien (as defined below), (3) it has full power and authority, and has taken all action necessary, to execute and deliver the Assignment and Assumption (and the annexes and the exhibits attached thereto) and to consummate the transactions contemplated hereby, (4) the amounts set forth in Section 5 of the Assignment and Assumption are true, correct and complete and PFG controls all aspects (including voting and consent rights, subject to any consent rights with respect to amendments to the Loan Documents held by the Borrowers), and legally and beneficially owns all, of the Remaining Notes and other Obligations under the Loan Documents immediately prior to giving effect to the Assignment and Assumption (and the annexes and exhibits thereto), (5) none of the Remaining Notes have been assigned or converted into any Equity Interest (as defined below) (whether by Optional Conversion, Mandatory Conversion or otherwise), (6) no Subsequent Notes have been issued, (7) a notice of Assignor’s intention to exercise the Amortization Right has been delivered by the Assignor and a true, correct and complete copy of such notice is attached as Exhibit A, (8) a workspace called “Project Scion” on the onehub website at hxxxx://xx.xxxxxx.xxx contains as of the day immediately prior to the Effective Date and on the Effective Date true, correct and complete copies of the Loan Agreement and all other Loan Documents (including any amendments, restatements, supplements and other modifications with respect thereto executed and delivered by Assignor, any Borrower, any guarantor or any third party bound by a Loan Document) that materially affect the rights of any holder of the Notes and a list of all such Loan Documents is attached as Exhibit B, (9) the levels for the Adjusted Quick Ratio and the Tangible Net Worth financial covenants for the 2012 fiscal year have not been set by PFG or agreed to and the Assignor maintains all rights provided under the Loan Documents with respect to setting such levels, (10) the Minimum Revenues thresholds for the 2012 fiscal year have not been set or agreed to and the Assignor maintains all rights provided under the Loan Documents with respect to setting such Minimum Revenues, subject to the Minimum Revenues threshold percentage set forth in Section 1(d) of the Schedule to the Loan Agreement (as amended by Modification No. 1 to the Loan and Security Agreement dated as of March 31, 2011), (11) (I) the $2,000,000 Deposit has not been demanded by the Assignor; provided, however, the Assignor did discuss and correspond with the Borrowers such potential Deposit in connection with a Qualified Financing and (II) Silicon Valley Bank has not previously given its consent to PFG to demand any such Deposit, (12) to Assignor’s knowledge, there has been no Qualifying Financing that would cause the Assignor’s right to demand a Deposit to lapse or to otherwise be compromised or eliminated, (13) the Defaults or Events of Default specified on Exhibit C have occurred and are continuing (although the Borrowers have, outside of any applicable cure period provided for such Default, delivered a non-final draft Compliance Certificate for the month ending December 31, 2011, the failure of which to timely deliver a Compliance Certificate required by Section 6(a) of the Schedule to the Loan Agreement constitutes the Event of Default set forth in Exhibit C) and have not been expressly waived or otherwise compromised and, except as set forth in the communications appended as Exhibit A, the Assignor has not delivered any notice of such Defaults or Events of Default to the Borrowers, (14) the Assignor has not granted, sold, assigned or transferred any of, and has not otherwise impaired, its voting, consent or similar rights under the Loan Documents, (715) it has not previously waived, eliminated or otherwise compromised the Amortization Right, (16) it is sophisticated with respect to decisions to sell, assign or transfer assets of the type represented by the Remaining Assigned Interest and either it, or the Person exercising discretion in making its decision to sell, assign and transfer the Remaining Assigned Interest, is experienced in selling, assigning and transferring assets of such type, (8) 17) it has been accorded the opportunity to receive such documents and information as it deems appropriate to make its own credit analysis and decision to enter into the Assignment and Assumption and to sell, assign and transfer the Remaining Assigned Interest, and (918) it has, independently and without reliance upon the Assignee or any of the Assignee’s Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Assignment and Assumption and to sell, assign and transfer the Remaining Assigned Interest; and (B) assumes no responsibility with respect to (1) any statements, warranties or representations made by the Borrowers or any 1 Capitalized terms used in this Terms and Conditions for Assignment and Assumption without definition shall have the meanings ascribed to such terms in the Assignment and Assumption to which this Terms and Conditions for Assignment and Assumption is attached. guarantors in or in connection with the Loan Agreement or any other Loan Document, (2) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any Collateral thereunder, (3) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or (4) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates of any of their respective obligations under any Loan Document. In construing the above representations and warranties, terms such as “waiver”, “elimination”, “impairment”, “compromise” and derivatives expressly exclude any such waiver, elimination, impairment or compromise other than expressly effected by Assignor. The Assignor acknowledges, understands and agrees that, (y) other than as provided in the Assignment and Assumption (and the annexes and exhibits thereto), the Assignee makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Assignment and Assumption (and the annexes and exhibits thereto) or in any related document or agreement and (z) the Assignee makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any guarantors.