Common use of Representations, Warranties, and Covenants of Assuming Obligors Clause in Contracts

Representations, Warranties, and Covenants of Assuming Obligors. (a) Assuming Obligors hereby represent and warrant to Lender and Original Obligors, as of the date hereof that: (i) simultaneously with the execution and delivery hereof, Assuming Borrower has purchased from Original Borrower all of the Property and has accepted Original Borrower’s assignment of the Leases; (ii) Assuming Borrower has assumed the performance of Original Borrower’s obligations under the Leases which arise from and after the date hereof; (iii) Assuming Borrower has not granted to Original Borrower (x) a mortgage or other lien upon the Property or (y) a pledge of direct or indirect interests in Assuming Borrower to secure any debt or obligations owed to Original Borrower; and Assuming Obligors have reviewed all of the Loan Documents as modified by this Agreement, and consent to the terms thereof. For the avoidance of doubt, Assuming Obligors are not assuming the UCC-1 Financing Statements identified in Recitals A(4) and A(5) above as new UCC-1 Financing Statements will be filed with Assuming Borrower as debtor and Lender as secured party.

Representations, Warranties, and Covenants of Assuming Obligors. (a) Assuming Obligors hereby represent and warrant to Lender and Original ObligorsLender, as of the date hereof hereof, that: (i) simultaneously with the execution and delivery hereof, Assuming Borrower has purchased from Original Borrower all of the Property Property, and has accepted Original Borrower’s 's assignment of the Leases; (ii) Assuming Borrower has assumed the performance of Original Borrower’s 's obligations under the Leases which arise from and after the date hereofLeases; (iii) Assuming Borrower has not granted to Original Borrower (x) a mortgage or other lien upon the Property or (y) a pledge of direct or indirect interests in the Assuming Borrower to secure any debt or obligations owed to Original Borrower; (iv) to the knowledge of Assuming Obligors, no Default (each as defined in the Loan Agreement) has occurred or is continuing; (v) to the knowledge of Assuming Obligors, all provisions of the Loan Documents are in full force and effect; (vi) to the knowledge of Assuming Obligors, the representations and warranties made in the Loan Documents or in any other documents or instruments delivered in connection with the Loan Documents (other than those representations and warranties relating to the organizational aspects of Original Borrower and Original Indemnitor and those representations and warranties relating to the tenancy of the Property existing as of the date of the Loan Documents, March 22, 2005 (collectively, the "EXCEPTED REPRESENTATIONS") are true, on and as of the date hereof; and (vii) Assuming Obligors have reviewed all of the Loan Documents as modified by this Agreement, and consent to the terms thereof. For the avoidance of doubt, Assuming Obligors are not assuming the UCC-1 Financing Statements identified in Recitals A(4) and A(5) above as new UCC-1 Financing Statements will be filed with Assuming Borrower as debtor and Lender as secured party.

Representations, Warranties, and Covenants of Assuming Obligors. (a) Assuming Obligors hereby represent and warrant to Lender and Original ObligorsLender, as of the date hereof hereof, that: (i) simultaneously with the execution and delivery hereof, Assuming Borrower has purchased from Original Borrower all the beneficial ownership of the Property Property, and has accepted Original Borrower’s 's assignment of the Leases; (ii) Assuming Borrower has assumed the performance of Original Borrower’s 's obligations under the Leases which arise from and after the date hereof; (iii) Assuming Borrower has not granted to Original Borrower (x) a mortgage or other lien upon the Property or (y) a pledge of direct or indirect interests in the Assuming Borrower to secure any debt or obligations owed to Original Borrower; (iv) to the knowledge of Assuming Obligors, no Default or Event of Default has occurred or is continuing; (v) to the knowledge of Assuming Obligors, all provisions of the Loan Documents, as herein modified, are in full force and effect; (vi) to the knowledge of Assuming Obligors, the representations and warranties made in the Loan Documents or in any other documents or instruments delivered in connection with the Loan Documents are true, on and as of the date hereof; and (vii) Assuming Obligors have reviewed all of the Loan Documents as modified by this Agreement, and consent to the terms thereof. For the avoidance of doubt, Assuming Obligors are not assuming the UCC-1 Financing Statements identified in Recitals A(4) and A(5) above as new UCC-1 Financing Statements will be filed with Assuming Borrower as debtor and Lender as secured party.

Representations, Warranties, and Covenants of Assuming Obligors. (a) Assuming Obligors hereby represent and warrant to Lender and Original Obligors, as of the date hereof that: (i) simultaneously with the execution and delivery hereof, Assuming Borrower has purchased is purchasing from Original Borrower all of the Property and has accepted Original Borrower’s assignment of the Leases; (ii) Assuming Borrower has assumed the performance of Original Borrower’s obligations under the Leases which arise from and after the date hereof, subject to the terms of this Agreement; (iii) Assuming Borrower has not granted to Original Borrower (x) a mortgage or other lien upon the Property or (y) a pledge of direct or indirect interests in Assuming Borrower to secure any debt or obligations owed to Original Borrower; (iv) to the knowledge of Assuming Obligors, no Event of Default has occurred or is continuing as of the date hereof; (v) to the knowledge of Assuming Obligors, all provisions of the Loan Documents are in full force and effect; (vi) to the knowledge of Assuming Obligors, the representations and warranties made in the Loan Documents or in any other documents or instruments delivered in connection with the Loan Documents are true on and as of the date hereof; and (vii) Assuming Obligors have reviewed all of the Loan Documents as modified by this Agreement, and consent to the terms thereof. For the avoidance of doubt, Assuming Obligors are not assuming the UCC-1 Financing Statements identified in Recitals A(4) and A(5) above as new UCC-1 Financing Statements will be filed with Assuming Borrower as debtor and Lender as secured party.

Representations, Warranties, and Covenants of Assuming Obligors. (a) Each Assuming Obligors Obligor hereby represent represents and warrant warrants to Lender and Original Obligorsas to itself, as of the date hereof hereof, that: (i) simultaneously with the execution and delivery hereof, Assuming Borrower has purchased from Original Borrower all of the Property Property, and has received and accepted Original Borrower’s assignment of the Leases; (ii) Assuming Borrower has assumed the performance of Original Borrower’s obligations under the Leases which arise from and after the date hereof; (iii) Assuming Borrower has not granted to Original Borrower (x) a mortgage or other lien upon the Property or (y) a pledge of direct or indirect interests in the Assuming Borrower to secure any debt or obligations owed to Original Borrower; (iv) to the knowledge of each Assuming Obligor, no default or Event of Default under the Loan Documents has occurred or is continuing; (v) to the knowledge of each Assuming Obligor, all provisions of the Loan Documents are in full force and effect; (vi) to the knowledge of each Assuming Obligor, the representations and warranties made in the Loan Documents or in any other documents or instruments delivered in connection with the Loan Documents are true, on and as of the date hereof, except as such representations or warranties relate to characteristics of the Original Borrower or Original Indemnitor; and (vii) Assuming Obligors have reviewed all of the Loan Documents as modified by this Agreement, and consent to the terms thereof. For the avoidance of doubt, Assuming Obligors are not assuming the UCC-1 Financing Statements identified in Recitals A(4) and A(5) above as new UCC-1 Financing Statements will be filed with Assuming Borrower as debtor and Lender as secured partymodified by this Agreement.

Representations, Warranties, and Covenants of Assuming Obligors. (a) Assuming Obligors hereby represent and warrant to Lender and Original ObligorsLender, as of the date hereof hereof, that: (i) simultaneously with the execution and delivery hereof, Assuming Borrower has purchased from Original Borrower all of the Property Property, and has accepted Original Borrower’s assignment of the Leases; (ii) Assuming Borrower has assumed the performance of Original Borrower’s obligations under the Leases which arise from and after the date hereofLeases; (iii) Assuming Borrower has not granted to Original Borrower (x) a mortgage or other lien upon the Property or (y) a pledge of direct or indirect interests in the Assuming Borrower to secure any debt or obligations owed to Original Borrower; (iv) to the knowledge of Assuming Obligors, no Event of Default (as defined in the Mortgage) has occurred or is continuing; (v) to the knowledge of Assuming Obligors, all provisions of the Loan Documents are in full force and effect; (vi) to the knowledge of Assuming Obligors, the representations and warranties made in the Loan Documents or in any other documents or instruments delivered in connection with the Loan Documents are true, on and as of the date hereof; and (vii) Assuming Obligors have reviewed all of the Loan Documents as modified by this Agreement, and consent to the terms thereof. For (b) Assuming Borrower shall not hereafter, without Lender’s prior consent in accordance with the avoidance terms of doubtthe Loan Documents, further encumber the Property or sell or transfer the Property or any interest therein, except as may be specifically permitted in the Loan Documents. Assuming Obligors have no knowledge that any of the representations and warranties made by the Original Obligors herein are not assuming untrue, incomplete, or incorrect. (c) Assuming Indemnitor hereby represents and warrants to the UCC-1 Financing Statements identified in Recitals A(4) and A(5) above as new UCC-1 Financing Statements will be filed with Lender that Assuming Indemnitor is an affiliate of the Assuming Borrower as debtor and Assuming Indemnitor will derive substantial economic benefit from the Lender’s agreement to consent to the transaction described herein. The Assuming Indemnitor hereby acknowledges and agrees that the Assuming Indemnitor has executed this Agreement and agreed to be bound by the covenants and agreements set forth herein in order to induce the Lender as secured partyto consent to the transaction described herein. Accordingly, the Assuming Indemnitor acknowledges that the Lender would not consent to the transaction described herein without the execution and delivery by the Assuming Indemnitor of this Agreement. Assuming Obligors understand and intend that Lender shall rely on the representations, warranties and covenants contained herein. 3.

Representations, Warranties, and Covenants of Assuming Obligors. (a) Assuming Obligors hereby represent and warrant to Lender and Original ObligorsLender, as of the date hereof hereof, that: (i) simultaneously with the execution and delivery hereof, Assuming Borrower has purchased from Original Borrower all of the Property Property, and has accepted Original Borrower’s assignment of the Leases; (ii) Assuming Borrower has assumed the performance of Original Borrower’s obligations under the Leases which arise from and after the date hereofLeases; (iii) Assuming Borrower has not granted to Original Borrower (x) a mortgage or other lien upon the Property or (y) a pledge of direct or indirect interests in the Assuming Borrower to secure any debt or obligations owed to Original Borrower; (iv) to the knowledge of Assuming Obligors, no Event of Default (as defined in the Mortgage) has occurred or is continuing; (v) to the knowledge of Assuming Obligors, all provisions of the Loan Documents are in full force and effect; (vi) to the knowledge of Assuming Obligors, the representations and warranties made in the Loan Documents or in any other documents or instruments delivered in connection with the Loan Documents are true, on and as of the date hereof; and (vii) Assuming Obligors have reviewed all of the Loan Documents as modified by this Agreement, and consent to the terms thereof. For the avoidance of doubt, Assuming Obligors are not assuming the UCC-1 Financing Statements identified in Recitals A(4) and A(5) above as new UCC-1 Financing Statements will be filed with Assuming Borrower as debtor and Lender as secured party.