Common use of Representations, Warranties, and Covenants of Original Obligors, Release of Lender Clause in Contracts

Representations, Warranties, and Covenants of Original Obligors, Release of Lender. (a) Original Obligors hereby represent to Lender, as of the date hereof, that (i) simultaneously with the execution and delivery hereof, Original Borrower has conveyed and transferred all of the Property to Assuming Borrower; (ii) simultaneously with the execution and delivery hereof, Original Borrower has assigned and transferred to Assuming Borrower all leases, tenancies, security deposits and prorated rents of the Property in effect as of the date hereof (“Leases”) retaining no rights therein or thereto; (iii) Original Borrower has not received a mortgage from Assuming Borrower encumbering the Property to secure the payment of any sums due Original Borrower or obligations to be performed by Assuming Borrower; (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) no Event of Default (as defined in the Loan Agreement) has occurred and is continuing; (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 Loan Documents; (vii) all provisions of the Loan Documents are in full force and effect, except as modified herein; (viii) except as may otherwise be permitted pursuant to the Loan Documents, 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) except as otherwise disclosed to Lender in that certain side letter from Assuming Obligors to Lender delivered to Lender on, and dated as of, the date hereof, the representations and warranties made by Original Obligors in the Loan Documents or in any other documents or instruments delivered in connection with the Loan Documents, including, without limitation, all representations and warranties with respect to environmental matters, are true, on and as of the date hereof, with the same force and effect as if made on and as of the date hereof. (b) Original Obligors hereby covenant and agree that: (i) from and after the date hereof, Lender may deal solely with each of Assuming Obligors in all matters relating to their respective obligations under or relating to the Loan, the Loan Documents, and the Property; (ii) Original Obligors shall not at any time hereafter take (x) a mortgage or other lien encumbering the Property or (y) a pledge of direct or indirect interests in Assuming Borrower or Assuming Obligors to secure any sums to be paid or obligations to be performed by Assuming Obligors so long as any portion of the Loan remains unpaid; and (iii) with the exception of any notice requirements expressly set forth in the Indemnity Agreement, Lender has no further duty or obligation of any nature relating to the Loan or the Loan Documents to Original Obligors. Original Obligors understand and intend that Lender shall rely on the representations, warranties and covenants contained herein.

Representations, Warranties, and Covenants of Original Obligors, Release of Lender. (a) Original Obligors hereby represent to Lender, as of the date hereof, that (i) simultaneously with the execution and delivery hereof, Original Borrower has conveyed and transferred all of the Property to Assuming Borrower; (ii) simultaneously with the execution and delivery hereof, Original Borrower has assigned and transferred to Assuming Borrower all leases, tenancies, security deposits and prorated rents of the Property in effect as of the date hereof (“Leases”"LEASES") retaining no rights therein or thereto; ; (iii) Original Borrower has not received a mortgage from Assuming Borrower encumbering the Property to secure the payment of any sums due Original Borrower or obligations to be performed by Assuming Borrower; (iv) the Mortgage is a valid first lien on the Property for the full remaining unpaid principal amount of the Loan and all other amounts as stated therein; (v) there are no Event defaults by them under the provisions of Default (as defined in the Loan Agreement) has occurred and is continuingDocuments; (vi) to the best of Original Obligor's knowledge, 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 Loan Documents; (vii) all provisions of the Loan Documents are in full force and effect, except as modified herein; (viii) except as may otherwise be permitted pursuant to the Loan Documents, 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) except as otherwise disclosed to Lender in that certain side letter from Assuming Obligors to Lender delivered to Lender on, and dated as of, the date hereofbest of Original Obligor's knowledge, the representations and warranties made by Original Obligors in the Loan Documents or in any other documents or instruments delivered in connection with the Loan Documents, including, without limitation, all representations and warranties with respect to environmental matters, are true, on and as of the date hereof, with the same force and effect as if made on and as of the date hereof. (b) Original Obligors hereby covenant and agree that: (i) from and after the date hereof, Lender may deal solely with each of Assuming Obligors in all matters relating to their respective obligations under or relating to the Loan, the Loan Documents, and the Property; (ii) Original Obligors they shall not at any time hereafter take (x) a mortgage or other lien encumbering the Property or (y) a pledge of direct or indirect interests in Assuming Borrower or from Assuming Obligors to secure any sums to be paid or obligations to be performed by Assuming Obligors so long as any portion of the Loan remains unpaid; and (iii) with the exception of any notice requirements expressly set forth in the Indemnity Agreement, Lender has no further duty or obligation of any nature relating to the this Loan or the Loan Documents to Original Obligors. Original Obligors understand and intend that Lender shall rely on the representations, warranties and covenants contained herein.

Representations, Warranties, and Covenants of Original Obligors, Release of Lender. (a) Original Obligors Borrower hereby represent represents to Lender, Lender as of the date hereof, that hereof that: (i) simultaneously with the execution and delivery hereof, Original Borrower has conveyed and transferred all of the Property to Assuming Borrower; (ii) simultaneously with the execution and delivery hereof, Original Borrower has assigned and transferred to Assuming Borrower all leases, tenancies, security deposits and prorated rents of the Property in effect as of the date hereof (collectively, the “Leases”) retaining no rights therein or thereto; (iii) Original Borrower has not received a mortgage from Assuming Borrower encumbering the Property to secure the payment of any sums due Original Borrower or obligations to be performed by Assuming Borrower; (iv) except as may otherwise be permitted pursuant to the Mortgage Loan Documents, the Deed of Trust 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) no Event of Default (as defined in the Loan Agreement) has occurred and is continuingcontinuing as of the date hereof (provided that, for purposes of this clause, no aspect of the collection, control, use or conveyance of security deposits shall be regarded as causing or contributing to a current or future Event of Default); (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 Loan Documents; (vii) all provisions of the Loan Documents are in full force and effect, except as modified herein; (viii) except as may otherwise be permitted pursuant to the Loan Documents, there are no subordinate liens of any kind covering or relating to the Property Property, nor are there any mechanics’ liens or liens for unpaid taxes or assessments encumbering the Property, nor has a notice of a lien or notice of intent to file a lien been received; and (ix) except as otherwise disclosed to Lender in that certain side letter from Assuming Obligors to Lender delivered to Lender on, and dated as of, the date hereof, the representations and warranties made by Original Obligors in the Loan Documents or in any other documents or instruments delivered in connection with the Loan Documents, Documents including, without limitation, all representations and warranties with respect to environmental matters, are true, true on and as of the date hereof, with the same force and effect as if made on and as of the date hereof. (b) Original Obligors hereby covenant and agree that: (i) from and after the date hereof, Lender may deal solely with each of Assuming Obligors in all matters relating to their respective obligations under or relating to the Loan, the Loan Documents, Documents and the Property; (ii) Original Obligors they shall not at any time hereafter take (x) a mortgage or other lien encumbering the Property or (y) a pledge of direct or indirect interests in Assuming Borrower or from Assuming Obligors to secure any sums to be paid or obligations to be performed by Assuming Obligors so long as any portion of the Loan remains unpaid; and (iii) with the exception of any notice requirements expressly set forth in the Indemnity Agreement, Lender has no further duty or obligation of any nature relating to the Loan or the Loan Documents to Original Obligors. Original Obligors understand understand, intend and intend agree that Lender shall rely is relying on the representations, warranties and covenants contained hereinherein as a material inducement for Lender to consent to the transfer of the Property and the Assumption. However, nothing contained in this paragraph 1 is intended to impose any additional or new liability on Original Guarantor under the Carveout Guaranty or any liability on Original Guarantor under this Agreement.

Representations, Warranties, and Covenants of Original Obligors, Release of Lender. (a) Original Obligors hereby represent to Lender, as of the date hereof, that (i) simultaneously with the execution and delivery hereof, Original Borrower has conveyed and transferred all of the Property to Assuming Borrower; (ii) simultaneously with the execution and delivery hereof, Original Borrower has assigned and transferred to Assuming Borrower all leases, tenancies, security deposits and prorated rents of the Property in effect as of the date hereof (“Leases”) retaining no rights therein or thereto; (iii) Original Borrower has not received a mortgage from Assuming Borrower encumbering the Property to secure the payment of any sums due Original Borrower or obligations to be performed by Assuming Borrower; (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 Event defaults by them under the provisions of Default (as defined in the Loan Agreement) has occurred and is continuingDocuments; (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 Loan Documents; (vii) all provisions of the Loan Documents are in full force and effect, except as modified herein; (viii) except as may otherwise be permitted pursuant to the Loan Documents, 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; received and (ix) except as otherwise disclosed to Lender in that certain side letter from Assuming Obligors to Lender delivered to Lender on, and dated as of, the date hereof, the representations and warranties made by Original Obligors in the Loan Documents or in any other documents or instruments delivered in connection with the Loan Documents, including, without limitation, all representations and warranties with respect to environmental matters, are true, on and as of the date hereof, with the same force and effect as if made on and as of the date hereof. (b) Original Obligors hereby covenant and agree that: (i) from and after the date hereof, Lender may deal solely with each of Assuming Obligors in all matters relating to their respective obligations under or relating to the Loan, the Loan Documents, and the Property; (ii) Original Obligors they shall not at any time hereafter take (x) a mortgage or other lien encumbering the Property or (y) a pledge of direct or indirect interests in Assuming Borrower or from Assuming Obligors to secure any sums to be paid or obligations to be performed by Assuming Obligors so long as any portion of the Loan remains unpaid; and (iii) with the exception of any notice requirements expressly set forth in the Indemnity Agreement, Lender has no further duty or obligation of any nature relating to the this Loan or the Loan Documents to Original Obligors. Original Obligors understand and intend that Lender shall rely on the representations, warranties and covenants contained herein.

Representations, Warranties, and Covenants of Original Obligors, Release of Lender. (a) Original Obligors Borrower hereby represent to LenderLender and to Assuming Obligors, as of the date hereof, that hereof that: (i) simultaneously with the execution and delivery hereof, Original Borrower has conveyed and transferred all of the Property to Assuming Borrower; (ii) simultaneously with the execution and delivery hereof, Original Borrower has assigned and transferred to Assuming Borrower all leases, tenancies, security deposits and prorated rents of the Property in effect as of the date hereof (the “Leases”) retaining no rights therein or thereto; (iii) Original Borrower has not received a mortgage from Assuming Borrower encumbering the Property to secure the payment of any sums due Original Borrower or obligations to be performed by Assuming Borrower; (iv) except as may otherwise be permitted pursuant to the Loan Documents, 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) no Event of Default (as defined in the Loan AgreementMortgage) has occurred and is continuing; (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 Loan Documents; (vii) all provisions of the Loan Documents are in full force and effect, effect except as modified herein; (viii) except as may otherwise be permitted pursuant to the Loan Documents, there are no subordinate liens of any kind covering or relating to the Property 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) except as otherwise disclosed to Lender in that certain side letter from Assuming Obligors to Lender delivered to Lender on, and dated as of, the date hereof, the representations and warranties made by Original Obligors Borrower in the Loan Documents or in any other documents or instruments delivered in connection with the Loan Documents, Documents including, without limitation, all representations and warranties with respect to environmental matters, are true, true on and as of the date hereof, with the same force and effect as if made on and as of the date hereof. (b) Original Obligors Borrower hereby covenant and agree that: (i) from and after the date hereof, Lender may deal solely with each of Assuming Obligors in all matters relating to their respective obligations under or relating to the Loan, the Loan Documents, Documents and the Property; (ii) Original Obligors they shall not at any time hereafter take (x) a mortgage or other lien encumbering the Property or (y) a pledge of direct or indirect interests in Assuming Borrower or from Assuming Obligors to secure any sums to be paid or obligations to be performed by Assuming Obligors so long as any portion of the Loan remains unpaid; and (iii) with the exception of any notice requirements expressly set forth in the Indemnity Agreement, Lender has no further duty or obligation of any nature relating to the this Loan or the Loan Documents to Original Obligors. Original Obligors Borrower understand and intend that Lender and Assuming Obligors shall rely on the representations, warranties and covenants contained herein.