Common use of Assignee’s Representations Clause in Contracts

Assignee’s Representations. The Assignee hereby represents and warrants to the Assignor and its successors and assigns, that: A. The Assignee has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has obtained all consents and approvals, and, to the best of its knowledge, made all registrations required in connection herewith. B. This Agreement and any documents to be executed and delivered in connection herewith have been duly authorized by the Assignee, are valid and enforceable against the Assignee in accordance with their terms and are not in contravention of any law, rule, regulation or agreement by which the Assignee is bound. C. The Assignee has made such examination, review and investigation of facts and circumstances necessary to evaluate the Assigned Interest as it has deemed necessary or appropriate. D. The Assignee has made its credit determination and analysis based upon such information as the Assignee deems sufficient to enter into this Agreement and not based on any statements or representations by the Assignor except as expressly set forth herein. E. The sale of the Assigned Interest hereunder is made without recourse, representation or warranty of any kind, except as expressly set forth in this Agreement. F. The Assignee is a sophisticated investor with respect to the Assigned Interest, has adequate information concerning the business and financial condition of the Borrower to make an informed decision regarding the Assigned Interest, and has independently, without reliance upon the Assignor and based on such information as it deemed appropriate, made its own analysis and decision to enter into this Agreement, the Assignee acknowledges that the Assignor has advised the Assignee that Borrower is in default under the Loan Documents and the Loans are due and owing.

Assignee’s Representations. The Assignee hereby represents and warrants to and for the benefit of Assignor and its successors and assigns, thatLender that as of the date hereof: A. The (a) Assignee has full power delivered to Lender a true, correct and authority to execute complete copy of its Certificate of Formation and deliver this Agreement and to consummate the transactions contemplated herebyLimited Liability Company Agreement, and has obtained such instruments have not been modified, amended or otherwise changed since the date thereof and all consents documents required to be filed in connection with the conduct of Assignee’s business have been filed in all appropriate offices. (b) All statements, representations, and approvalswarranties contained in any writing previously delivered by Assignee to Lender in connection with the transfer of the Loan are true and correct in all material respects, and, and to the best of its Assignee’s knowledge all obligations of Assignee and all conditions to the making of the transfer of the Loan have been performed and satisfied in all material respects. (c) There has been no material adverse change, financial or otherwise, in the condition of Assignee from that submitted to Lender by Assignee or in any supporting data submitted therewith, and all of the information contained therein is materially true and correct. Loan No. 100009090 (d) To the best of Assignee’s knowledge, made all registrations required there is no claim, investigation, litigation or condemnation proceeding pending or threatened against Assignee except as heretofore disclosed in connection herewithwriting to Lender. B. (e) To the best of Assignee’s knowledge, there is no judgment, decree, or order of any court or governmental or administrative agency or instrumentality which has been issued against Assignee and which has or may have any material adverse effect on the business of Assignee, except as have been heretofore disclosed to Lender in writing. (f) This Agreement Assumption and any all other documents required to be executed and delivered in connection herewith by Assignee pursuant to the terms hereof have been duly authorized by authorized, executed and delivered and this Assumption and the Assignee, are Loan Documents constitute valid and binding obligations of Assignee enforceable against the Assignee in accordance with their terms and are not in contravention respective terms. No approval, consent, order or authorization of any lawgovernmental authority and no designation, ruleregistration, regulation declaration or agreement filing with any governmental entity is required in connection with the execution and delivery by which Assignee of this Assumption or the Assignee is boundassumption of the Loan Documents. C. The Assignee has made such examination(g) To the best of Assignee’s knowledge, review and investigation of facts and circumstances necessary to evaluate the Assigned Interest as it has deemed necessary or appropriate. D. The Assignee has made its credit determination and analysis based upon such information as the Assignee deems sufficient to enter into this Agreement and not based on any statements or representations by the Assignor except as expressly set forth herein. E. The sale assumption of the Assigned Interest hereunder is made without recourseLoan Documents will not violate or contravene any agreement, representation indenture, or warranty of any kind, except as expressly set forth in this Agreement. F. The instrument to which Assignee is a sophisticated investor party or by which it may be bound, or be in conflict with, result in a breach of, or constitute a default under any such agreement, indenture, or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of Assignee except as contemplated by the provisions of the Loan Documents, and no action or approval with respect thereto by any third person is required. (h) Assignee hereby remakes all of the representations and warranties contained in Section 1.1 of the Mortgage; provided, however, that the following representations and warranties shall be amended as set forth below: (i) Section 1.1(b) of the Mortgage is hereby amended to make reference to the Assigned Interest, has adequate information concerning the business Title Policy and financial condition Permitted Encumbrances as updated by endorsement or as issued effectively dated as of the Borrower date of this Assumption. (ii) The second sentence of Section 1.1(o) of the Mortgager is hereby revised to make an informed decision regarding read as follows: “To the Assigned Interestbest of Assignee’s knowledge, there has been no labor or materials furnished to the Premises that has not been paid for in full.” (iii) Sections 1.1(x) and has independently, without reliance upon 1.1(y) of the Assignor and based on such information as it deemed appropriate, made its own analysis and decision Mortgage shall be qualified to enter into this Agreement, the Assignee acknowledges that the Assignor has advised the Assignee that Borrower is in default under the Loan Documents and the Loans are due and owingbest of Assignee’s knowledge.