Recycled Entity. Each Borrower hereby represents and warrants to Lender that Borrower has not, since its formation: (a) failed to be duly formed, validly existing, and in good standing in the applicable jurisdiction(s) of its formation and in all other jurisdictions where it is required to be qualified to do business; (b) had any judgments or liens of any nature against it except for (i) tax liens not yet delinquent and Permitted Encumbrances, (ii) judgments which have been satisfied in full and (iii) liens in connection with any prior loan that has been repaid in full or will be paid off as of the date hereof; (c) failed to comply in all material respects with all laws, regulations, and orders applicable to it or failed to receive all Permits necessary for it to operate its Individual Property; (d) been involved in any dispute with any taxing authority with respect to its Individual Property which is unresolved as of the Closing Date or failed to pay all taxes owed prior to the delinquency thereof (or, if later, then with all applicable penalties, interest and other sums due in connection therewith); (e) ever been party to any lawsuit, arbitration, summons, or legal proceeding that is still pending which is not fully covered by insurance (subject to applicable deductibles) or that resulted in a judgment against it that has not been paid in full; (f) failed to comply with all separateness covenants contained in its organizational documents since its formation; (g) had any material contingent or actual obligations not related to the Property or a Previously-Owned Property; (h) except as expressly disclosed to Lender in connection with the closing of the Loan, amended, modified, supplemented, restated, replaced or terminated its organizational documents (or consented to any of the foregoing); or (i) has been the product of, the subject of or otherwise involved in, in each case, any Division.
Recycled Entity. With respect to each Borrower, (i) such Borrower is and always has been duly formed, validly existing and in good standing in the state in which it was formed and in any other jurisdictions where it is qualified to do business; (ii) such Borrower has no outstanding judgments or liens of any nature against it other than pursuant to the Loan Documents and Permitted Encumbrances; (iii) such Borrower is in compliance in all material respects with all laws, regulations and orders applicable to such Borrower and has received all material permits necessary for such Borrower to operate and for which a failure to possess would materially and adversely affect the condition, financial or otherwise, of Borrower; (iv) no Borrower is aware of any pending or threatened litigation involving such Borrower that, if adversely determined, might materially adversely affect the condition (financial or otherwise) of such Borrower, or the condition or ownership of the property owned by such Borrower; (v) such Borrower is not involved in any material dispute with any taxing authority; (vi) such Borrower has paid or has caused to be paid all real estate taxes that are due and payable with respect to its applicable Individual Property except as otherwise permitted pursuant to this Agreement; (vii) such Borrower is not now, a party to any lawsuit, arbitration, summons or legal proceeding that, if adversely determined, might materially adversely affect the condition (financial or otherwise) of such Borrower or the condition or ownership of the property owned by such Borrower nor has Borrower ever been a party to any lawsuit, arbitration, summons or legal proceeding that resulted in a judgment against it that has not been paid in full or otherwise resolved; (viii) all financial statements that Borrower has provided to Lender are true, correct and complete in all material respects and reflect an accurate view in all material respects of the financial condition of Borrower (taken as a whole) as of the date hereof; (ix) the most recent Phase One environmental audit for the applicable Individual Property owned by such Borrower recommended no action; (x) such Borrower has no material contingent or actual obligations not related to its applicable Individual Property, (xi) such Borrower has not owned any property other than its related Individual Property and (xii) at all times since its formation to the date hereof, such Borrower has complied with the separateness covenants set forth in its ...
Recycled Entity. Borrower hereby represents and warrants to Administrative Agent and each Lender that all representations and warranties set forth in that certain Borrower’s Recycled Entity Certification dated the date hereof executed by Borrower in favor of Administrative Agent are true, correct and not violated or breached.
Recycled Entity. Borrower hereby represents and warrants to Lender that all representations and warranties set forth in that certain Borrower’s Recycled Entity Certification dated the date hereof executed by Borrower in favor of Lender are true, correct and not violated or breached.
Recycled Entity. In order to facilitate the financing of the Property by Purchaser, to the extent a lender requires representations and warranties relating to the Property LLCs and the conduct of its business for the period from the formation of each Property LLC through the Closing similar in nature to those required by Standard & Poor’s for recycled entities in its May 1, 2003 publication relating to U.S. CMBS Legal and Structured Finance Criteria, Seller shall cooperate in good faith to submit a certification to Purchaser of such facts, to the extent the same are true or indicate which facts or requirements are not true or are qualified.
