Common use of Representations and Warranties; Compliance with Conditions Clause in Contracts

Representations and Warranties; Compliance with Conditions. The representations and warranties of Mezzanine Borrower contained in this Agreement and the other Mezzanine Loan Documents, and the Merger Representations and Warranties, shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of such date, and no Default, Event of Default, Mortgage Default, Mortgage Event of Default, Senior Mezzanine Default or Senior Mezzanine Event of Default shall have occurred and be continuing; and Mezzanine Borrower shall be in compliance in all material respects with all terms and conditions set forth in this Agreement and in each other Mezzanine Loan Document on its part to be observed or performed. Notwithstanding the foregoing, (i) the breach or failure of a Property Specific Representation shall not constitute the failure to satisfy the condition precedent set forth in this Section 2.5.1 unless such breach or failure would result in a “Material Adverse Effect on the Company” (as such phrase is defined in the Merger Agreement), (ii) in the event of the breach or failure of a Property Specific Representation that results in a Portfolio MAE, Mezzanine Lender may require Mezzanine Borrower to effect a Mezzanine Lender-Initiated Substitution.

Representations and Warranties; Compliance with Conditions. The representations and warranties of Mezzanine Borrower contained in this Agreement and the other Mezzanine Loan Documents, and the Merger Representations and Warranties, shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of such date, and no Default, Event of Default, Mortgage Default, Mortgage Event of Default, Senior Mezzanine Default or Senior Mezzanine Mortgage Event of Default shall have occurred and be continuing; and Mezzanine Borrower shall be in compliance in all material respects with all terms and conditions set forth in this Agreement and in each other Mezzanine Loan Document on its part to be observed or performed. Notwithstanding the foregoing, (i) the breach or failure of a Property Specific Representation shall not constitute the failure to satisfy the condition precedent set forth in this Section 2.5.1 unless such breach or failure would result in a “Material Adverse Effect on the Company” (as such phrase is defined in the Merger Agreement), (ii) in the event of the breach or failure of a Property Specific Representation that results in a Portfolio MAE, Mezzanine Lender may require Mezzanine Borrower to effect a Mezzanine Lender-Initiated Substitution.