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 Borrower hereby represent to Lender and to Assuming Obligors, 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 (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 Mortgage) 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) the representations and warranties made by Original Borrower 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.

Representations, Warranties and Covenants of Original Obligors; Release of Lender. (a) Original Borrower Obligors hereby represent to Lender and to Assuming ObligorsLender, 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”"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 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 Mortgage) has occurred and is continuingLoan Documents; (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 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) to the best of Original Obligor's knowledge, the representations and warranties made by Original Borrower 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.

Representations, Warranties and Covenants of Original Obligors; Release of Lender. (a) Original Borrower Obligors hereby represent to Lender and to Assuming ObligorsLender, 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 MortgageLoan 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 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 Borrower 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.

Representations, Warranties and Covenants of Original Obligors; Release of Lender. (a) Original Borrower Obligors hereby represent to Lender and to Assuming ObligorsLender, 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) there are no Event defaults by them under the provisions of Default (as defined in the Mortgage) has occurred and is continuingLoan 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 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; received and (ix) the representations and warranties made by Original Borrower 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.

Representations, Warranties and Covenants of Original Obligors; Release of Lender. (a) Original Borrower hereby represent represents to Lender and to Assuming Obligors, 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 (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 Loan Documents, the Mortgage 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 MortgageLoan 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 hereineffect; (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 a notice of a lien or notice of intent to file a lien been received; and (ix) the representations and warranties made by Original Borrower 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.