Common use of ORIGINAL BORROWER Clause in Contracts

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 (if applicable), 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 (if applicable), the Guaranty, the Security Instrument, or any of the other Loan Documents. (v) All provisions of the Note, the Loan Agreement (if applicable), 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 a Supplemental Loan permitted under the Loan Documents and Lender approved exceptions to coverage reflected on Schedule B of the Title Policy, there are no subordinate liens of any kind covering or relating to the Mortgaged Property, nor are there any mechanics’ or materialmen’s liens or liens for unpaid taxes or assessments encumbering the Mortgaged Property, nor has Original Borrower received notice of a lien or notice of intent to file a lien.

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 (if applicable)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 Material Adverse Effect on the Mortgaged Property or on the enforceability or validity of the Note, the Loan Agreement (if applicable)Agreement, the Guaranty, the Security Instrument, or any of the other Loan Documents. (v) All provisions of the Note, the Loan Agreement (if applicable)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 a Supplemental Loan permitted under the Loan Documents and Lender approved exceptions to coverage reflected on Schedule B of the Title Policy, there are no subordinate liens of any kind covering or relating to the Mortgaged Property, nor are there any mechanics’ or materialmen’s liens or liens for unpaid taxes or assessments encumbering the Mortgaged Property, nor has Original Borrower received notice of a lien or notice of intent to file a lien.