Common use of Representations of the Lender Clause in Contracts

Representations of the Lender. Section 7.1 Each KBS Lender hereby, with respect to itself only, represents and warrants to GKK Stars that: (i) the KBS Lender is duly and legally authorized to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) the person executing this Agreement on behalf of the KBS Lender and any other document or instrument executed and delivered in connection with this Agreement has the full power and authority to execute and deliver all such documents and instruments and to cause the KBS Lender to perform any act which may be necessary pursuant to the terms of this Agreement; (iii) this Agreement and any documents executed by the KBS Lender in connection herewith constitute the legal, valid and binding obligations of the KBS Lender, enforceable against the KBS Lender in accordance with their terms, subject to bankruptcy, creditors' rights, and equitable principles; (iv) ▇▇▇▇▇▇▇, or its affiliate, currently owns 48.2% of the Mortgage Loan and 48.2% of the Junior Mezzanine Loan; (v) Citi, or its affiliate, currently owns 37.5% of the Mortgage Loan and 37.5% of the Junior Mezzanine Loan; (vi) KBSAS currently owns 14.3% of the Mortgage Loan and 14.3% of the Junior Mezzanine Loan; (vii) the KBS Lender has not sold, transferred or otherwise conveyed its interests in the Loans, other than the sale of the Senior Mezzanine to ▇▇▇▇▇▇▇ and Citi Financial pursuant to the KBS Master Repurchase Agreement, (viii) the KBS Lender has received the consent of ▇▇▇▇▇▇▇ and Citi Financial to enter into this Agreement, and (ix) it is a sophisticated party, acting without duress and upon the advice of its own independent counsel (which has advised such parties that its undertakings with respect to the transactions are fully enforceable). Section 7.2 Each of KBS Lender's representations and warranties expressed in the immediately prior Section shall survive for a period of six (6) months after the Outside Transfer Date and any action for a breach of any KBS Lender's representations and warranties expressed in the immediately prior Section must be made and filed within said six (6) month period unless GKK Stars is prevented from filing any such action by operation of law or judicial proceeding.