Common use of Borrower’s Representations Clause in Contracts

Borrower’s Representations. Borrower warrants and represent to Lender, expressly acknowledging that Lender is relying on these warranties and representations, that, as of the date of this Agreement and/or the date or each Advance, as applicable, and agrees that until all of the Obligations have been irrevocably satisfied in full: (i) all information supplied by Borrower in any financial, credit, or accounting statement to Lender is and will be true, correct, and genuine; (ii) that each item of Equipment is to be used only for business purposes; (iii) Borrower is duly organized, validly existing, and in good standing under the laws of the state of its formation; (iv) Borrower has the full authority to enter into each of the Loan Documents and to perform all of its obligations under each of the Loan Documents; (v) Borrower has duly executed, authorized, and delivered all of the Loan Documents and each of the Loan Documents constitutes the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with its terms; (vi) that the execution, delivery, and performance of the transactions contemplated in each of the Loan Documents does not require the approval of any stockholder, trustee, or holder of any obligations of Borrower and does not and will not violate any law, rule, or order now binding on Borrower, or the charter, by-laws, or other governing documents of Borrower, or violate the provisions of, constitute a default under, or result in the creation of any lien or encumbrance upon the property of Borrower under, any contract or agreement to which Borrower is a party or by which it or its assets are bound, or require the consent or approval or the giving of notice to the federal or any state or local government (other than customary titling, registration, and security interest filings); (vii) there are no pending or overtly threatened actions or proceedings, which either, individually, or in the aggregate, would materially adversely affect the financial condition of Borrower or Borrower’s ability to fully perform all of its obligations under any of the Loan Documents; (viii) the Equipment is owned by Borrower and are free of all security interests and liens, except for the lien of the Loan Documents; (ix) Borrower maintains its principal place of business at the address set forth on page 1 of this Agreement, and Borrower’s exact legal name and state of formation, are identified on page 1 of this Agreement; Borrower agrees not to change its principal place of business, state of formation, or legal name without 30 days’ prior written notice to Lender, and Borrower retains its records concerning the Collateral at the address set forth above; and (x) Lender shall have a perfected security interest in the Collateral at all times that shall be prior to any other interests in the Collateral.

Borrower’s Representations. Borrower warrants and represent represents to Lender, expressly acknowledging that Lender is relying on these warranties and representations, that, as of the date of this Agreement and/or the date or of each Advance, as applicable, and agrees that until all of the Obligations have been irrevocably satisfied in full: fide (i) all information supplied by Borrower in any financial, credit, or accounting statement to Lender is and will be true, correct, and genuine; (ii) that each item of Equipment is to be used only for business purposes; (iii) Borrower is duly organized, validly existing, and in good standing under the laws of the state of its formation; (iv) Borrower has the full authority to enter into each of the Loan Documents and to perform all of its obligations under each of the Loan Documents; (v) Borrower has duly executed, authorized, and delivered all of the Loan Documents and each of the Loan Documents constitutes the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with its terms; (vi) that the execution, delivery, and performance of the transactions contemplated in each of the Loan Documents does not require the approval of any stockholder, trustee, or holder of any obligations of Borrower and does not and will not violate any law, rule, or order now binding on Borrower, or the charter, by-laws, or Or other governing documents of Borrower, or violate the provisions of, constitute a default under, or result in the creation of any lien or encumbrance upon the property of Borrower under, any contract or agreement to which Borrower is a party or by which it or its assets are bound, or require the consent or approval or the giving of notice to the federal or any state or local government (other than customary titling, registration, and security interest filings); ): (vii) there are no pending or overtly threatened actions or proceedings, which either, individually, or in the aggregate, would materially adversely affect the financial condition of Borrower or Borrower’s ability to fully perform all of its obligations under any of the Me Loan Documents; (viii) the Equipment is owned by Borrower and are free of all security interests and liens, except for the lien of the Loan Documents; (ix) Borrower maintains its principal place of business at the address set forth on page 1 of this Agreement, and Borrower’s exact legal name and state of formation, are identified on page 1 of this Agreement; Borrower agrees not to change its principal place of business, state of formation, or legal name without 30 days’ prior written notice to Lender, ; and Borrower retains its records concerning the Collateral at the address set forth above; and (x) Lender shall have a perfected security interest in the Collateral at all times that shall be prior to any other interests in the Collateral.

Borrower’s Representations. Borrower warrants represents to Lender that no pending action, suit or proceeding, or any governmental investigation or any arbitration, exists or, to the knowledge of Borrower, is threatened against Borrower or the Property before any governmental or administrative body, agency or official which (i) challenges the validity of the Commitment or the Loan Documents, or the authority of Borrower to enter into the Commitment or the Loan Documents or to perform the transactions herein or therein, or (ii) would have a material adverse effect on the occupancy of the Property or on the business, financial condition or results of operations of Borrower, Key Principals or the Property. Borrower shall deliver to Lender a certificate confirming the truth and represent accuracy of the foregoing representation at the closing of the Loan. EXHIBIT 10.27 Borrower represents to Lender: (i) it has previously provided to Lender (a) (except for multi-family or self-storage tenants, expressly acknowledging that Lender is relying on these warranties if applicable), true, correct and representationscomplete counterpart executed copies of all leases with tenants at the Property (and all amendments and supplements thereto and agreements collateral thereto including, thatbut not limited to, any guarantees thereof) (collectively, the "Leases"), (b) a standard form of lease for the Property, and (c) a true, complete and correct rent roll of the Property as of the date set forth thereon (the "Rent Roll"); (ii) the Rent Roll remains true, complete and correct as of this Agreement and/or the date hereof; (iii) it has neither provided nor received any notices of default with respect to the Leases; (iv) except as noted on the Rent Roll, it knows of no default of the landlord or each Advancethe tenants under the Leases; and, (v) it has not been notified, in writing or otherwise, by any tenant of the discontinuance of, or intent to discontinue, its operations at the Property. The standard form of lease must be satisfactory to Lender. All Leases and the identity of all tenants and guarantors thereunder must be consistent with the information set forth in the Rent Roll and satisfactory to Lender. Borrower shall promptly notify Lender of any facts or circumstances which result in a change to the information set forth in the Rent Roll. At the closing of the Loan, Borrower shall deliver to Lender (i) a rent roll for the Property dated as applicableof the Closing Date (the "Closing Rent Roll") which shall be consistent in form to the Rent Roll and (ii) a certification by Borrower that the Closing Rent Roll and all Leases theretofore provided to Lender by Borrower are true, correct and complete in all respects. Borrower must proffer a written explanation for, and agrees that until all Lender must agree, in its sole discretion, to accept said explanation, for any differences between facts and circumstances on the Closing Rent Roll and the facts and circumstances on the Rent Roll. Borrower represents (i) it has previously delivered to Lender true, correct and complete copies of operating statements of the Obligations have Property for the lesser of the past three (3) calendar years or as many years as the Property has existed and a year-to-date operating statement of the Property for the current calendar year (which, to the extent included therein, contain true and accurate schedules of tenant improvements, leasing commissions and other capital expenditures), balance sheets and profit and loss statements, federal and state income tax returns, tenant sales figures and all financial statements or reports prepared by independent certified public accountants with respect to Borrower for the lesser of the past three (3) calendar years or as many years as the Borrower has existed, and (ii) the current budget, site plan and leasing plan prepared by Borrower and submitted to Lender with respect to the Property constitute good faith projections of the facts and circumstances set forth therein and Borrower is aware of no facts or circumstances which would adversely affect such projections. Except as set forth in the Environmental Questionnaire and Certificate attached hereto and made a part of the Application, or previously delivered to Lender, Borrower represents to Lender it is not aware of any of the following affecting the Property, either currently or historically: any asbestos-containing materials, lead-based paint, storage tanks, toxic substances, hazardous waste or any other adverse environmental condition. Except as set forth on a separate written explanation attached hereto and made a part of the Application, or previously delivered to Lender, neither Borrower, any Key Principal, nor any Principal Owner (as defined below) of Borrower has closed any other loan with Lender within the last two (2) years nor has any other loans pending with Lender. Except as set forth in detail in a separate written explanation attached hereto and made a part of the Application, or previously delivered to Lender, Borrower represents to Lender that neither Borrower, its Principal Owners (being defined as any person or entity directly or indirectly owning or controlling twenty-five percent [25%] or more of an ownership interest in Borrower or having the power to direct the management and policies of Borrower, whether by contract, through an ownership interest, or otherwise) nor any Key Principal (i) has during the past seven (7) years, had any judgment remain unsatisfied for more than thirty (30) days; (ii) has during the past seven (7) years, EXHIBIT 10.27 transferred its right, title, and interest in a property through a deed-in-lieu or foreclosure action, or has filed or has had filed against it any action under the bankruptcy laws of the United States; (iii) is currently a co-maker, endorser or guarantor on or of any note (except as disclosed to Lender in writing as provided above); (iv) is currently a party to any lawsuit; (v) has received notice of, or is otherwise aware of, any bankruptcy, insolvency or comparable proceedings, condemnation, litigation, or any other action against or affecting the Property, Borrower or any Key Principals or contemplates filing any such proceedings; or (vi) has ever been irrevocably satisfied convicted of a felony. Any such exception must be acceptable to Lender. On the Closing Date, Borrower shall certify to Lender if an adverse change has occurred in fullthe: (i) all information supplied by occupancy of the Property; or (ii) the business, financial condition or results of operations of Borrower, Key Principals or the Property from that set forth on the rent rolls, financial statements and reports referred to above. Any such adverse change must be acceptable to Lender. As of the date hereof and throughout the term of the Loan, Borrower in and Key Principals, if any, represent, warrant and covenant that (i) neither Borrower nor any financial, creditof its Principal Owners is, or accounting statement will be, an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or other retirement arrangement, which is subject to Lender is and will be trueTitle I of ERISA or Section 4975 of the Internal Revenue Code of 1986, correct, and genuineas amended (the "Code"); (ii) that each item the assets of Equipment is to be used only Borrower or any Principal Owners do not, and will not, constitute "plan assets" of one or more such plans or arrangements for business purposespurposes of Title I of ERISA or Section 4975 of the Code; (iii) neither Borrower nor any Principal Owner is duly organized, validly existing, or will be a "governmental plan" within the meaning of Section 3(32) of ERISA; and in good standing under the laws of the state of its formation; (iv) transactions by or with Borrower has or any Principal Owners are not, and will not be, subject to state statutes applicable to Borrower regulating investments of and fiduciary obligations with respect to governmental plans. The provisions of this paragraph shall survive the full authority termination of the Application (and, if accepted by Lender, the Commitment) and Borrower and Key Principals warrant the representations made in this paragraph shall continue to enter into each of be true and correct until all sums owed under the Loan Documents and to perform all of its obligations under each of the Loan Documents; (v) Borrower has duly executed, authorized, and delivered all of the have been paid in full. The Loan Documents shall contain additional representations and each warranties of the Loan Documents constitutes the legal, valid, and binding obligation of Borrower concerning Borrower, enforceable against Borrower in accordance with its terms; (viconstituent partner(s), shareholder(s) that or member(s) and the execution, delivery, and performance of the transactions contemplated in each of the Loan Documents does not require the approval of any stockholder, trustee, or holder of any obligations of Borrower and does not and will not violate any law, rule, or order now binding on Borrower, or the charter, by-laws, or other governing documents of Borrower, or violate the provisions of, constitute a default under, or result in the creation of any lien or encumbrance upon the property of Borrower under, any contract or agreement to which Borrower is a party or by which it or its assets are bound, or require the consent or approval or the giving of notice to the federal or any state or local government (other than customary titling, registration, and security interest filings); (vii) there are no pending or overtly threatened actions or proceedings, which either, individually, or in the aggregate, would materially adversely affect the financial condition of Borrower or Borrower’s ability to fully perform all of its obligations under any of the Loan Documents; (viii) the Equipment is owned by Borrower and are free of all security interests and liens, except for the lien of the Loan Documents; (ix) Borrower maintains its principal place of business at the address set forth on page 1 of this Agreement, and Borrower’s exact legal name and state of formation, are identified on page 1 of this Agreement; Borrower agrees not to change its principal place of business, state of formation, or legal name without 30 days’ prior written notice to Lender, and Borrower retains its records concerning the Collateral at the address set forth above; and (x) Lender shall have a perfected security interest in the Collateral at all times that shall be prior to any other interests in the CollateralProperty.