Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER. Borrower hereby acknowledges and affirms the Indebtedness (as defined in the Mortgage) and all of the other obligations set forth in the Note, the Mortgage and the other Loan Documents in accordance with their respective terms and conditions, as the same may be modified by this Agreement. Borrower further acknowledges that it is bound by all of the terms of the Loan Documents, including but not limited to, the representations, warranties, covenants, assurances and indemnifications therein, all as though each of the Loan Documents had been made, executed, and delivered by Borrower on the date hereof. Borrower agrees to pay, perform, and discharge each and every obligation of payment and performance under, pursuant to and as set forth in the Note, the Mortgage and the other Loan Documents at the time, in the manner and otherwise in all respects as therein provided. Borrower hereby acknowledges, agrees and warrants that (i) it is a duly organized and validly existing limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing in the State of Indiana; (ii) there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, which would enable Borrower to avoid or delay timely performance of its obligations under the Note, the Mortgage or any of the Loan Documents, as applicable; and (iii) to the best of Borrower’s knowledge, there are no monetary encumbrances or liens of any kind or nature against the Property except those created by the Loan Documents, and all rights, priorities, titles, liens and equities securing the payment of the Note are expressly recognized as valid and are in all things renewed, continued and preserved in force to secure payment of the Note, except as amended herein. Without limiting the generality of the foregoing, Borrower hereby specifically remakes and reaffirms the representations, warranties and covenants set forth in Article 17 and Article 31 of the Mortgage. Borrower understands and intends that Lender shall rely on the representations, warranties and covenants contained herein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER. Borrower (a) Maker hereby acknowledges represents, warrants and affirms the Indebtedness covenants to Lender that: (as defined in i) the Mortgage) , as amended by this Modification, constitutes a valid first lien on the Property, free and clear of all encumbrances and liens having priority over the lien of the other obligations Mortgage, as amended by this Modification, except for the items set forth in the Note, title insurance policy insuring the Mortgage and the other Loan Documents in accordance with their respective terms and conditionslien of this Mortgage, as the same may be modified amended by this Agreement. Borrower further acknowledges that it is bound Modification, as amended by all the endorsement to such title policy issued substantially of the terms of the Loan Documents, including but not limited to, the representations, warranties, covenants, assurances and indemnifications therein, all as though each of the Loan Documents had been made, executed, and delivered by Borrower on the even date hereof. Borrower agrees to pay, perform, and discharge each and every obligation of payment and performance under, pursuant to and as set forth in the Note, the Mortgage and the other Loan Documents at the time, in the manner and otherwise in all respects as therein provided. Borrower hereby acknowledges, agrees and warrants that (i) it is a duly organized and validly existing limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing in the State of Indianaherewith; (ii) there are no defenses, set-offs or rights of defense, set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, which would enable Borrower to avoid the obligations evidenced by or delay timely performance of set forth in the Loan Documents, as modified hereby; (iii) except as set forth in Exhibit C to be approved by Lender in its obligations under the Notereasonable discretion, the Mortgage or any all provisions of the Loan Documents, as applicablemodified hereby, are in full force and effect and are hereby ratified and confirmed as true and complete in all material respects as of today's date; (iv) after giving effect to the modifications set forth herein, no Event of Default (as defined in the Mortgage) has occurred or is continuing under any of the Loan Documents; (v) the modifications set forth herein and all transactions contemplated by this Modification shall be completed in accordance with all applicable law; (vi) this Modification and all other Loan Documents are each the legal, valid and binding obligation of Maker, enforceable against Maker in accordance with its terms, except as such enforcement may be stayed or limited by bankruptcy laws, creditors rights laws and equitable principles and such ratification and enforceability shall not be affected in any manner by Lender's consent to this Modification; and (iiivii) there is no pending, or to the best of Borrower’s Maker's knowledge, there are no monetary encumbrances threatened condemnation proceedings, lawsuits, claims or liens of any kind criminal proceedings against Property Owner or nature against applicable to the Property except those created by which could have a material adverse effect on the Property or Property Owner's ability to perform its respective obligations under the Loan Documents, and all rights, priorities, titles, liens and equities securing the payment of the Note are expressly recognized as valid and are in all things renewed, continued and preserved in force to secure payment of the Note, except as amended herein. Without limiting the generality of the foregoing, Borrower hereby specifically remakes and reaffirms the representations, warranties and covenants set forth in Article 17 and Article 31 of the Mortgage. Borrower understands and intends that Lender shall rely on the representations, warranties and covenants contained herein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER. The Borrower and each other Obligor party hereto hereby acknowledges represents and affirms the Indebtedness warrants (as defined in the Mortgagecase of each Obligor, solely as to itself) and all that as of the date of this Amendment and after giving effect hereto (a) the representations and warranties of the Borrower and each other obligations set forth Obligor contained in the Note, the Mortgage Loan Agreement and the other Loan Documents to which it is a party are true and correct in all material respects (without giving effect to any materiality qualifier contained therein) on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true and correct in all material respects (without giving effect to any materiality qualifier contained therein) as of such earlier date, (b) the execution, delivery and performance of this Amendment by the Borrower and the Borrowing Base Guarantors have been duly authorized by all necessary action, and do not (i) require any consent or approval of any holders of Equity Interests of the Borrower or the Borrowing Base Guarantors, other than those already obtained, (ii) contravene the Organic Documents of the Borrower or the Borrowing Base Guarantors, (iii) violate or cause a default under any Applicable Law or Material Contract, or (iv) result in or require the imposition of any Lien (other than Permitted Liens) on any Property of the Borrower or the other Obligors, except, as set forth solely in clause (iii), as could not reasonably be expected to have a Material Adverse Effect, and (c) this Amendment and the Loan Agreement (as amended hereby) is a legal, valid, and binding obligation of the Borrower and such other Obligors party hereto or thereto, as applicable, enforceable in accordance with their respective terms and conditions, as the same may be modified by this Agreement. Borrower further acknowledges that it is bound by all of the terms of the Loan Documents, including but not limited to, the representations, warranties, covenants, assurances and indemnifications therein, all as though each of the Loan Documents had been made, executed, and delivered by Borrower on the date hereof. Borrower agrees to pay, perform, and discharge each and every obligation of payment and performance under, pursuant to and as set forth in the Note, the Mortgage and the other Loan Documents at the time, in the manner and otherwise in all respects as therein provided. Borrower hereby acknowledges, agrees and warrants that (i) it is a duly organized and validly existing limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing in the State of Indiana; (ii) there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, which would enable Borrower to avoid or delay timely performance of its obligations under the Note, the Mortgage or any of the Loan Documents, as applicable; and (iii) to the best of Borrower’s knowledge, there are no monetary encumbrances or liens of any kind or nature against the Property except those created by the Loan Documents, and all rights, priorities, titles, liens and equities securing the payment of the Note are expressly recognized as valid and are in all things renewed, continued and preserved in force to secure payment of the Noteterms, except as amended herein. Without limiting enforceability may be limited by bankruptcy, insolvency or similar laws affecting the generality enforcement of the foregoing, Borrower hereby specifically remakes and reaffirms the representations, warranties and covenants set forth in Article 17 and Article 31 of the Mortgage. Borrower understands and intends that Lender shall rely on the representations, warranties and covenants contained hereincreditors’ rights generally.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER. Borrower hereby acknowledges and affirms the Indebtedness (as defined in the Mortgage) and all of the other obligations set forth in the Note, the Mortgage and the other Loan Documents in accordance with their respective terms and conditions, as the same may be modified by this Agreement. Borrower further acknowledges that it is bound by all of the terms of the Loan Documents, including but not limited to, the representations, warranties, covenants, assurances and indemnifications therein, all as though each of the Loan Documents had been made, executed, and delivered by Borrower on the date hereof. Borrower agrees to pay, perform, and discharge each and every obligation of payment and performance under, pursuant to and as set forth in the Note, the Mortgage and the other Loan Documents at the time, in the manner and otherwise in all respects as therein provided. Borrower hereby acknowledges, agrees and warrants that (i) it is a duly organized and validly existing limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing in the State of IndianaTennessee; (ii) there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, which would enable Borrower to avoid or delay timely performance of its obligations under the Note, the Mortgage or any of the Loan Documents, as applicable; and (iii) to the best of Borrower’s knowledge, there are no monetary encumbrances or liens of any kind or nature against the Property except those created by the Loan Documents, and all rights, priorities, titles, liens and equities securing the payment of the Note are expressly recognized as valid and are in all things renewed, continued and preserved in force to secure payment of the Note, except as amended herein. Without limiting the generality of the foregoing, Borrower hereby specifically remakes and reaffirms the representations, warranties and covenants set forth in Article 17 and Article 31 of the Mortgage. Borrower understands and intends that Lender shall rely on the representations, warranties and covenants contained herein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER. Borrower hereby acknowledges and affirms the Indebtedness (as defined in the Mortgage) and all of the other obligations set forth in the Note, the Mortgage and the other Loan Documents in accordance with their respective terms and conditions, as the same may be modified by this Agreement. Borrower further acknowledges that it is bound by all of the terms of the Loan Documents, including but not limited to, the representations, warranties, covenants, assurances and indemnifications therein, all as though each of the Loan Documents had been made, executed, and delivered by Borrower on the date hereof. Borrower agrees to pay, perform, and discharge each and every obligation of payment and performance under, pursuant to and as set forth in the Note, the Mortgage and the other Loan Documents at the time, in the manner and otherwise in all respects as therein provided. Borrower hereby acknowledges, agrees and warrants that (i) it is a duly organized and validly existing limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing in the State of IndianaMinnesota; (ii) there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, which would enable Borrower to avoid or delay timely performance of its obligations under the Note, the Mortgage or any of the Loan Documents, as applicable; and (iii) to the best of Borrower’s knowledge, there are no monetary encumbrances or liens of any kind or nature against the Property except those created by the Loan Documents, and all rights, priorities, titles, liens and equities securing the payment of the Note are expressly recognized as valid and are in all things renewed, continued and preserved in force to secure payment of the Note, except as amended herein. Without limiting the generality of the foregoing, Borrower hereby specifically remakes and reaffirms the representations, warranties and covenants set forth in Article 17 and Article 31 of the Mortgage. Borrower understands and intends that Lender shall rely on the representations, warranties and covenants contained herein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER. Borrower hereby acknowledges represents and affirms warrants that: (a) no Default or Event of Default has occurred and is continuing; (b) the Indebtedness direct and indirect ownership structure of Borrower prior to the Effective Date is as depicted on Exhibit A attached hereto; (as defined in c) after the Mortgage) and all consummation of the other obligations set forth in the NoteREIT Conversion, the Mortgage direct and indirect ownership structure of Borrower is as depicted on Exhibit B; (d) no direct or indirect equity interest in any Borrower has been, or will be in connection with the other Loan Documents in accordance with their respective terms and conditionsREIT Conversion, as pledged, hypothecated or otherwise encumbered except to the same may be modified by this Agreement. Borrower further acknowledges that it is bound by all of the terms of extent permitted under the Loan Documents, including but not limited to, the representations, warranties, covenants, assurances and indemnifications therein, all as though each that no portion of the Loan Documents had been madecapital contributed to any Borrower, executed, and delivered by Borrower on the date hereof. Borrower agrees to pay, perform, and discharge each and every obligation of payment and performance under, pursuant to and as set forth in the Note, the Mortgage and the other Loan Documents at the timedirectly or indirectly, in connection with the manner and otherwise in all respects as therein provided. REIT Conversion consists of borrowed funds; (e) each Borrower hereby acknowledgesis duly formed, agrees and warrants that (i) it is a duly organized and validly existing limited liability company and in good standing under the laws of the State of Delaware and has full power and authority to enter into and carry out the terms of this Agreement and the other documents to be executed by Borrower in connection herewith and to continue to carry out the terms of the applicable Loan Documents to which it is qualified a party; (f) there is no action, proceeding or investigation involving any Borrower or any Property pending or, to do business and is any Borrower’s knowledge, threatened which questions, directly or indirectly, the validity or enforceability of this Agreement or the other Loan Documents, or any action taken or to be taken pursuant hereto or thereto, or which could be reasonably anticipated by any Borrower to result in good standing any material adverse change in the State condition (financial or otherwise) or business of Indianaany Borrower; (iig) the financial statements and other data and information supplied by or on behalf of each Borrower in connection with this matter, if any, were in all material respects true and correct on the dates they were supplied, and since their dates no material adverse change in the financial condition of each Borrower has occurred, and there is not any pending or, to each Borrower’s knowledge, threatened litigation or proceedings which each Borrower could reasonably anticipate will impair to a material extent the business or financial condition of each Borrower; (h) this Agreement and the other Loan Documents to which each Borrower is a party constitute the legal, valid and binding obligations of each Borrower enforceable in accordance with their terms; (i) the execution and delivery of this Agreement by each Borrower does not contravene, result in a breach of or constitute a default under any deed of trust, deed to secure debt, mortgage, security instrument, indenture or other contract, agreement or undertaking to which each Borrower is a party or by which any property of each Borrower may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both) and, to each Borrower’s knowledge, do not violate or contravene any law, order, decree, rule or regulation to which any Borrower is subject; (j) each Security Instrument is a valid first lien mortgage on the applicable Property for the full unpaid principal amount of the Loan and all other amounts as stated therein; (k) all provisions of the Loan Documents are in full force and effect, except as modified herein; (l) there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, which would enable any Borrower to avoid or delay timely performance of its any such Borrower’s obligations under the Note, the Mortgage or any of the Loan Documents, as applicable; and (iiim) to the best of Borrower’s knowledge, there are no monetary encumbrances or liens of any kind or nature against the any Borrower or Property except those created by the Loan Documents or otherwise permitted under the Loan Documents, and ; (n) all rights, priorities, titles, liens and equities securing the payment of the Note Borrower’s obligations to Lender are expressly recognized as valid and are in all things renewed, continued and preserved in force to secure payment of such obligations; (o) each Borrower remains in compliance with the NoteLoan Documents, except as amended herein. Without limiting including, without limitation, the generality provisions relating to ERISA, OFAC and the Patriot Act; (p) Borrower continues to maintain the Deposit Account with Deposit Bank, and Borrower has complied and will continue to comply with the terms of the foregoingDeposit Account Agreement; (q) the organizational documents of each Borrower have not been modified, Borrower hereby specifically remakes and reaffirms amended, altered or changed since the representations, warranties and covenants set forth in Article 17 and Article 31 date of the Mortgage. closing of the Loan without the prior written consent of Lender; (r) the tax identification number of each Borrower understands will not change in connection with the Transaction; (s) the Transaction is being conducted in accordance with all applicable Legal Requirements; (t) each Borrower is and intends that Lender shall rely on will remain in compliance with the representationsLoan Documents, including, without limitation, the provisions relating to its status as a Single Purpose Entity; and (u) the foregoing representations and warranties of Borrower do not contain any untrue statement of material fact or omit to state a material fact necessary in order to make such representations and covenants contained hereinwarranties not misleading in light of the circumstances under which they are made.