ORIGINAL BORROWER Clause Samples

ORIGINAL BORROWER. Original Borrower represents and warrants to Lender, as of the date of this Assumption Agreement, that: (i) Contemporaneously with the execution and delivery of this Assumption Agreement, (A) it has irrevocably and unconditionally transferred to New Borrower all of its right, title, and interest in and to the Mortgaged Property, (B) it has assigned to New Borrower all Leases (and all related security deposits and prorated rents) related to the Mortgaged Property, (C) it has not received a mortgage or other security interest from New Borrower encumbering the Mortgaged Property to secure the payment of any sums due to Original Borrower or any obligations to be performed by New Borrower, and (D) it has obtained any consent to the Transfer that is required under the terms of any agreement to which Original Borrower is a party. (ii) No Event of Default (or event which, with the giving of notice or the passage of time, or both, would become an Event of Default) has occurred or is continuing under the Loan Documents. (iii) There are no claims, setoffs, affirmative defenses, counterclaims, or causes of action of any kind to its performance under, or to Lender’s enforcement of, this Assumption Agreement, the Note, the Loan Agreement, the Security Instrument, or any of the other Loan Documents, and it irrevocably and expressly waives and releases the right to assert any claims, setoffs, affirmative defenses, counterclaims, and causes of action of any kind or nature which it might assert against Lender in connection with any matter related to or arising out of the Loan or any of the Loan Documents. (iv) There are no judicial, administrative, mediation, or arbitration actions, suits, or proceedings pending or, to the best of Original Borrower’s knowledge, threatened in writing against or affecting Original Borrower (and, if Original Borrower is a limited partnership, any of its general partners, or if Original Borrower is a limited liability company, any member of Original Borrower) or the Mortgaged Property, which, if adversely determined, would have a Material Adverse Effect on the Mortgaged Property or on the enforceability or validity of the Note, the Loan Agreement, the Guaranty, the Security Instrument, or any of the other Loan Documents. (v) All provisions of the Note, the Loan Agreement, the Security Instrument, the Guaranty, and the other Loan Documents are in full force and effect, except as modified by this Assumption Agreement. (vi) Other than Lender appro...

ORIGINAL BORROWER. 19.17.1 Each Obligor (other than the Original Borrower) and the Ultimate Shareholder by its execution of this Agreement or a Deed of Borrower Accession or a Deed of Guarantor Accession irrevocably appoints the Original Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises (i) the Original Borrower on its behalf to supply all information concerning itself contemplated by this Agreement and to give all notices and instructions (including, in the case of a Borrower, Utilisation Notices) to execute on its behalf any Deed of Borrower Accession or Deed of Guarantor Accession and to make such agreements capable of being given or made by any Obligor notwithstanding that they may affect such Obligor or the Ultimate Shareholder (as the case may be), without further reference to or consent of such Obligor or the Ultimate Shareholder (as the case may be) and (ii) each Finance Party to give any notice, demand or other communication to such Obligor or the Ultimate Shareholder (as the case may be) pursuant to the Finance Documents to the Original Borrower on its behalf, and in each case such Obligor or the Ultimate Shareholder (as the case may be) shall be bound thereby as though such Obligor itself had given such notices and instructions (including, without limitation, any Utilisation Notices) or executed or made such agreements or receive any such notice, demand or other communication. 19.17.2 Every act, omission, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Original Borrower or given to the Original Borrower under this Agreement, or in connection with this Agreement (whether or not known to any other Obligor or the Ultimate Shareholder (as the case may be) and whether occurring before or after such other Obligor or the Ultimate Shareholder (as the case may be) became a party to this Agreement) shall be binding for all purposes on the Ultimate Shareholder and all other Obligors as if the Ultimate Shareholder and the other Obligors had expressly made, given or concurred with the same. In the event of any conflict between any notices or other communications of the Original Borrower and any other Obligor or the Ultimate Shareholder (as the case may be), those of the Original Borrower shall prevail.

ORIGINAL BORROWER. PMZ-HARTFORD, L.L.C., a Delaware limited liability company By: /s/ D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President The parties have executed and delivered this Agreement as of the day and year first above written.

ORIGINAL BORROWER. WATERVIEW AT MANSFIELD INVESTORS, L.P., a Texas limited partnership By: Waterview at Mansfield GenPar II, LLC, a Delaware limited liability company Its: General Partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President Address for Notice to Original Borrower: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on June 26, 2014, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the President of Waterview at Mansfield GenPar II, LLC, a Delaware limited liability company, the General Partner of WATERVIEW AT MANSFIELD INVESTORS, L.P., a Texas limited partnership, on behalf of said limited partnership. Notary Public Printed Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ My Commission Expires: November 30, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ OWNER, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President Address for Notice to New Borrower: c/o CNL Healthcare Properties, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Signed, sealed and delivered in the presence of: Unofficial Witness Unofficial Witness STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me this day of June, 2014, by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Senior Vice President of CHP WATERCREST AT MANSFIELD TX OWNER, LLC, a Delaware limited liability company, on behalf of such limited liability company. He ¨ is personally known to me or ¨ has produced as identification. (NOTARY SEAL) /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Notary Public Signature (Name typed, printed or stamped) CONSENTED TO BY LENDER: U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ▇.▇. ▇▇▇▇▇▇ CHASE COMMERCIAL MORTGAGE SECURITIES CORP., MULTIFAMILY MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-K36 By KEYBANK NATIONAL ASSOCIATION, as Sub-Servicer and Attorney in Fact for ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, Master Servicer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Address for Notice to Lender: c/o KeyBank Real Estate Capital ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ STATE OF KANSAS COUNTY OF ▇▇▇▇▇▇▇ This instrument was acknowledged before me on June 26, 2014, by ▇▇▇▇ ▇▇▇▇▇▇▇, the Vice President of KEYBANK NATIONAL ASSOCIATION, a national banking association, as Sub-Servicer and Attorney in Fact for ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, Master Servicer for U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF...

ORIGINAL BORROWER. S/ D▇▇▇▇ ▇. ▇▇▇▇▇▇ D▇▇▇▇ ▇. ▇▇▇▇▇▇ Chief Legal Officer /S/ D▇▇▇▇ ▇. ▇▇▇▇▇▇ D▇▇▇▇ ▇. ▇▇▇▇▇▇ Chief Legal Officer Acknowledged and agreed to with respect to its obligations set forth in Articles 4, 5 and 6 hereof and Section 2.13(g): /S/ D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial Officer Initial Deferred Maintenance Amount $ 62,350 Initial Basic Carrying Cost Amount $ 481,086.91 Initial Ground Rents Amount $ 42,925 Initial Upfront Remediation Amount $ 1,237.50 Crowne Plaza B▇▇▇▇▇▇ Hills, Los Angeles, CA None Radisson Ft. Worth, Ft. Worth, TX Follow-up study; repair and resurface deck around pool; repair rusted steel in fire pump room; repair all active leaks to hot and cold water distribution piping. SpringHill Suites Gaithersburg, Gaithersburg, MD None Courtyard Ft. Lauderdale, Ft. Lauderdale, FL ADA related issues. SpringHill Suites Centreville, Centerville, VA Seal coat asphalt pavement. Crowne Plaza B▇▇▇▇▇▇ Hills, Los Angeles, CA $ 32,025,000 Radisson Ft. Worth, Ft. Worth, TX $ 24,050,000 SpringHill Suites Gaithersburg, Gaithersburg, MD $ 15,680,000 Courtyard Ft. Lauderdale, Ft. Lauderdale, FL $ 15,000,000 SpringHill Suites Centreville, Centerville, VA $ 9,150,000 Individual Property Franchisor Manager Crowne Plaza B▇▇▇▇▇▇ Hills, Los Angeles, CA Holiday Hospitality Franchising, Inc. Remington Lodging & Hospitality LP Radisson Ft. Worth, Ft. Worth, TX Radisson Hotels International, Inc. Remington Lodging & Hospitality LP SpringHill Suites Gaithersburg, Gaithersburg, MD N/A Springhill SMC Corporation Courtyard Ft. Lauderdale, Ft. Lauderdale, FL N/A Courtyard Management Corporation SpringHill Suites Centreville, Centerville, VA N/A Springhill SMC Corporation

ORIGINAL BORROWER. JPG-TWO RIVERS, L.L.C., a Delaware limited liability company By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: J▇▇▇▇ ▇. ▇▇▇▇▇▇, President The parties have executed and delivered this Agreement as of the day and year first above written.

ORIGINAL BORROWER. Original Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Hawaii. West Oahu Mall, Inc. (“OB Managing Member”) is the managing member of Original Borrower. OB Managing Member, acting alone without the joinder of any other manager or member of Original Borrower or any other party, has the power and authority to execute this Agreement on behalf of and to duly bind Original Borrower under this Agreement. The execution and delivery of, and performance under, this Agreement by Original Borrower have been duly and properly authorized pursuant to all requisite limited liability company action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Original Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement or any other organizational document of Original Borrower or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Original Borrower is a party or by which the Project may be bound or affected.

ORIGINAL BORROWER. 1.1 A copy of the constitutional documents of the Original Borrower. 1.2 A copy of a resolution of the board of directors of the Original Borrower: 1.2.1 approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party; 1.2.2 authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and 1.2.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant and without limitation, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. 1.3 A specimen of the signature of each person authorised by the resolution referred to in Clause 1.2 above. 1.4 To the extent required by the Companies Act or other applicable law, and with reference to the constitutional documents of the Original Borrower, a copy of a resolution duly passed by the holders of the issued shares of the Original Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Original Borrower is a party, or to the extent not required, a legal opinion evidencing that it is not required. 1.5 A certificate from the Original Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded. 1.6 A certificate of an authorised signatory of the Original Borrower certifying that each copy document relating to it specified in this Part I of Schedule 3 is correct, complete and in full force and effect as at a date no earlier than the Signature Date. 1.7 A certificate signed by a director of the Original Borrower certifying in writing that business rescue proceedings have not commenced in respect of the Original Borrower or Shared Services Pty Ltd. 1.8 A certificate signed by a director of the Original Borrower certifying in writing that no Material Adverse Effect has occurred between the Signature Date and Effective Date.

ORIGINAL BORROWER. Original Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State of Missouri. ECM Mezzanine Holdings, LLC ("ECM MEZZANINE") is the sole member of Original Borrower. ECM Mezzanine, acting alone without the joinder of any other manager or member of Original Borrower or any other party, has the power and authority to execute this Agreement on behalf of and to duly bind Original Borrower under this Agreement. The execution and delivery of, and performance under, this Agreement by Original Borrower has been duly and properly authorized pursuant to all requisite company action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Original Borrower or the certificate of formation, operating agreement, limited liability company agreement or any other organizational document of Original Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Original Borrower is a party or by which the Project may be bound or affected.