Common use of Representations, Warranties, and Covenants of Original Member Clause in Contracts

Representations, Warranties, and Covenants of Original Member. (a) Original Member hereby represents to Lender, as of the date hereof, that: (i) contemporaneously with the execution and delivery hereof, it has conveyed and transferred all of the membership interests in Borrower to Assuming Member; (ii) it has not received a pledge or other security interest from Assuming Member encumbering the membership interests in Borrower to secure the payment of any sums due Original Member or obligations to be performed by Assuming Member; (iii) the Note has an unpaid principal balance of $12,000,000.00 as of the date hereof; (iv) the Mortgage is a valid first lien on the Property for the full unpaid principal amount of the Loan and all other amounts as stated therein; (v) there are no defaults under the provisions of the Note, the Mortgage or the other Loan Documents; (vi) there are no defenses, set-offs or rights of defense, set-off or counterclaim whether legal, equitable or otherwise to the obligations evidenced by or set forth in the Note, the Mortgage or the other Loan Documents; (vii) all provisions of the Note, the Mortgage and other Loan Documents are in full force and effect; (viii) there are no subordinate liens of any kind covering or relating to the Property nor are there any mechanics’ liens or liens for unpaid taxes or assessments encumbering the Property, nor has notice of a lien or notice of intent to file a lien been received; and (ix) all conditions in Section 15(e) of the Mortgage related to the transfer to Assuming Member are satisfied or waived or shall be satisfied contemporaneously herewith. (b) Original Member hereby covenants and agrees that: (i) from and after the date hereof, Lender may deal solely with Assuming Member, as sole member of Borrower, in all matters relating to the Loan, the Loan Documents, and the Property; (ii) it shall not at any time hereafter take a pledge or other security interest from Assuming Member encumbering the membership interests in Borrower or from the Borrower encumbering the Property, as the case may be, to secure any sums to be paid or obligations to be performed by Assuming Member so long as any portion of the Loan remains unpaid; (iii) Lender has no further duty or obligation of any nature relating to this Loan or the Loan Documents to Original Member; (iv) upon payment in full of the purchase price from Assuming Member contemporaneously herewith, Assuming Member shall have no further duty or obligation of any nature relating to the Purchase Agreement to Original Member except for reasonable and customary indemnifications relating to the transfer; and (v) it hereby releases Lender, and each of its predecessors in interest, together with any officers, directors, partners, employees and agents of each of the foregoing, from all claims and liabilities relating to the transaction evidenced by the Loan Documents through and including the date hereof. Original Member understands and intends that Lender shall rely on the representations, warranties and covenants contained herein.

Representations, Warranties, and Covenants of Original Member. (a) Original Member hereby represents to Lender, as of the date hereof, that: (i) contemporaneously with the execution and delivery hereof, it has conveyed and transferred all of the membership interests in Borrower to Assuming Member; (ii) it has not received a pledge or other security interest from Assuming Member encumbering the membership interests in Borrower to secure the payment of any sums due Original Member or obligations to be performed by Assuming Member; (iii) the Note has an unpaid principal balance of $12,000,000.00 4,264,000.00 as of the date hereof; (iv) the Mortgage is a valid first lien on the Property for the full unpaid principal amount of the Loan and all other amounts as stated therein; (v) there are no defaults under the provisions of the Note, the Mortgage or the other Loan Documents; (vi) there are no defenses, set-offs or rights of defense, set-off or counterclaim whether legal, equitable or otherwise to the obligations evidenced by or set forth in the Note, the Mortgage or the other Loan Documents; (vii) all provisions of the Note, the Mortgage and other Loan Documents are in full force and effect; (viii) there are no subordinate liens of any kind covering or relating to the Property nor are there any mechanics’ liens or liens for unpaid taxes or assessments encumbering the Property, nor has notice of a lien or notice of intent to file a lien been received; and (ix) all conditions in Section 15(e) of the Mortgage related to the transfer to Assuming Member are satisfied or waived or shall be satisfied contemporaneously herewith. (b) Original Member hereby covenants and agrees that: (i) from and after the date hereof, Lender may deal solely with Assuming Member, as sole member of Borrower, in all matters relating to the Loan, the Loan Documents, and the Property; (ii) it shall not at any time hereafter take a pledge or other security interest from Assuming Member encumbering the membership interests in Borrower or from the Borrower encumbering the Property, as the case may be, to secure any sums to be paid or obligations to be performed by Assuming Member so long as any portion of the Loan remains unpaid; (iii) Lender has no further duty or obligation of any nature relating to this Loan or the Loan Documents to Original Member; (iv) upon payment in full of the purchase price from Assuming Member contemporaneously herewith, Assuming Member shall have no further duty or obligation of any nature relating to the Purchase Agreement to Original Member except for reasonable and customary indemnifications relating to the transfer; and (v) it hereby releases Lender, and each of its predecessors in interest, together with any officers, directors, partners, employees and agents of each of the foregoing, from all claims and liabilities relating to the transaction evidenced by the Loan Documents through and including the date hereof. Original Member understands and intends that Lender shall rely on the representations, warranties and covenants contained herein.

Representations, Warranties, and Covenants of Original Member. (a) Original Member hereby represents to Lender, as of the date hereof, that: (i) contemporaneously with the execution and delivery hereof, it has conveyed and transferred all of the membership interests in Borrower to Assuming Member; (ii) it has not received a pledge or other security interest from Assuming Member encumbering the membership interests in Borrower to secure the payment of any sums due Original Member or obligations to be performed by Assuming Member; (iii) the Note has an unpaid principal balance of $12,000,000.00 9,146,000.00 as of the date hereof; (iv) the Mortgage is a valid first lien on the Property for the full unpaid principal amount of the Loan and all other amounts as stated therein; (v) there are no defaults under the provisions of the Note, the Mortgage or the other Loan Documents; (vi) there are no defenses, set-offs or rights of defense, set-off or counterclaim whether legal, equitable or otherwise to the obligations evidenced by or set forth in the Note, the Mortgage or the other Loan Documents; (vii) all provisions of the Note, the Mortgage and other Loan Documents are in full force and effect; (viii) there are no subordinate liens of any kind covering or relating to the Property nor are there any mechanics’ liens or liens for unpaid taxes or assessments encumbering the Property, nor has notice of a lien or notice of intent to file a lien been received; and (ix) all conditions in Section 15(e) of the Mortgage related to the transfer to Assuming Member are satisfied or waived or shall be satisfied contemporaneously herewith. (b) Original Member hereby covenants and agrees that: (i) from and after the date hereof, Lender may deal solely with Assuming Member, as sole member of Borrower, in all matters relating to the Loan, the Loan Documents, and the Property; (ii) it shall not at any time hereafter take a pledge or other security interest from Assuming Member encumbering the membership interests in Borrower or from the Borrower encumbering the Property, as the case may be, to secure any sums to be paid or obligations to be performed by Assuming Member so long as any portion of the Loan remains unpaid; (iii) Lender has no further duty or obligation of any nature relating to this Loan or the Loan Documents to Original Member; (iv) upon payment in full of the purchase price from Assuming Member contemporaneously herewith, Assuming Member shall have no further duty or obligation of any nature relating to the Purchase Agreement to Original Member except for reasonable and customary indemnifications relating to the transfer; and (v) it hereby releases Lender, and each of its predecessors in interest, together with any officers, directors, partners, employees and agents of each of the foregoing, from all claims and liabilities relating to the transaction evidenced by the Loan Documents through and including the date hereof. Original Member understands and intends that Lender shall rely on the representations, warranties and covenants contained herein.

Representations, Warranties, and Covenants of Original Member. (a) Original Member hereby represents to Lender, as of the date hereof, that: (i) contemporaneously with the execution and delivery hereof, it has conveyed and transferred all of the membership interests in Borrower to Assuming Member; (ii) it has not received a pledge or other security interest from Assuming Member encumbering the membership interests in Borrower to secure the payment of any sums due Original Member or obligations to be performed by Assuming Member; (iii) the Note has an unpaid principal balance of $12,000,000.00 6,000,000.00 as of the date hereof; (iv) the Mortgage is a valid first lien on the Property for the full unpaid principal amount of the Loan and all other amounts as stated therein; (v) there are no defaults under the provisions of the Note, the Mortgage or the other Loan Documents; (vi) there are no defenses, set-offs or rights of defense, set-off or counterclaim whether legal, equitable or otherwise to the obligations evidenced by or set forth in the Note, the Mortgage or the other Loan Documents; (vii) all provisions of the Note, the Mortgage and other Loan Documents are in full force and effect; (viii) there are no subordinate liens of any kind covering or relating to the Property nor are there any mechanics’ liens or liens for unpaid taxes or assessments encumbering the Property, nor has notice of a lien or notice of intent to file a lien been received; and (ix) all conditions in Section 15(e) of the Mortgage related to the transfer to Assuming Member are satisfied or waived or shall be satisfied contemporaneously herewith. (b) Original Member hereby covenants and agrees that: (i) from and after the date hereof, Lender may deal solely with Assuming Member, as sole member of Borrower, in all matters relating to the Loan, the Loan Documents, and the Property; (ii) it shall not at any time hereafter take a pledge or other security interest from Assuming Member encumbering the membership interests in Borrower or from the Borrower encumbering the Property, as the case may be, to secure any sums to be paid or obligations to be performed by Assuming Member so long as any portion of the Loan remains unpaid; (iii) Lender has no further duty or obligation of any nature relating to this Loan or the Loan Documents to Original Member; (iv) upon payment in full of the purchase price from Assuming Member contemporaneously herewith, Assuming Member shall have no further duty or obligation of any nature relating to the Purchase Agreement to Original Member except for reasonable and customary indemnifications relating to the transfer; and (v) it hereby releases Lender, and each of its predecessors in interest, together with any officers, directors, partners, employees and agents of each of the foregoing, from all claims and liabilities relating to the transaction evidenced by the Loan Documents through and including the date hereof. Original Member understands and intends that Lender shall rely on the representations, warranties and covenants contained herein.