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 $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.
