Common use of Underwriting Representations Clause in Contracts

Underwriting Representations. Borrower represents that as of the date of this Loan Agreement, each of the following is true: (i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business. (ii) Borrower is not now, nor has it ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending which, if adversely determined, would have a Material Adverse Effect, or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower except (a) for tax liens not yet due or (b) as shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan. (iii) Borrower is in compliance with all laws, regulations, and orders applicable to it (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use laws and regulations for the purposes of this representation) and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate. (iv) Borrower is not involved in any dispute with any taxing authority. (v) Borrower has paid all taxes which it owes. (vi) Borrower has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property. (vii) Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition in all material respects as of the date set forth thereon. (viii) If required by Lender, Lender has received a current Phase I environmental Site Assessment for the Mortgaged Property and that Site Assessment has not identified any recognized environmental conditions that require further investigation or remediation.

Underwriting Representations. Borrower represents that as of the date of this Loan Agreement, each of the following is true: (i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business. (ii) Borrower is not now, nor has it ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending which, if adversely determined, would have a Material Adverse Effect, or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower except (a) for tax liens not yet due or (b) as shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan. (iii) Borrower is in compliance with all laws, regulations, and orders applicable to it (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use laws and regulations for the purposes of this representation) and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate. (iv) Borrower is not involved in any dispute with any taxing authority. (v) Borrower has paid all taxes which it owes. (vi) Borrower has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property. (vii) Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition in all material respects as of the date set forth thereon. (viii) If required by Lender, Lender Borrower has received obtained on behalf of Borrower a current Phase I environmental Site Assessment for the Mortgaged Property and that Site Assessment has not identified any recognized environmental conditions that require further investigation or remediation. (ix) Borrower has no material contingent or actual obligations not related to the Mortgaged Property. (x) Each amendment and restatement of Borrower’s organizational documents has been accomplished in accordance with, and was permitted by, the relevant provisions of said documents prior to its amendment or restatement from time to time.

Underwriting Representations. Borrower hereby represents that as of from the date of this Loan Agreementits formation, each of the following is true: (i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business. (ii) Borrower is not now, nor has it ever been, party to any lawsuit, arbitration, summons, no judgments or legal proceeding that is still pending which, if adversely determined, would have a Material Adverse Effect, or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower it except (a) for tax liens not yet due or (b) as shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loandue. (iii) Borrower is in compliance with all laws, regulations, and orders applicable to it (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use laws and regulations for the purposes of this representation) and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate. (iv) Borrower is not involved in any dispute with any taxing authority. (v) Borrower has paid all taxes which it owes. (vi) Borrower has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property. (vii) Borrower is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full. (viii) Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition in all material respects as of the date set forth thereoncondition. (viiiix) If required by Lender, Lender Borrower has received obtained a current Phase I environmental Site Assessment site assessment (“ESA”) for the Mortgaged Property prepared consistent with ASTM Practice E 1527 and that Site Assessment the ESA has not identified any recognized environmental conditions that require further investigation or remediation. (x) Borrower has no material contingent or actual obligations not related to the Mortgaged Property. (xi) Each amendment and restatement of Borrower’s organizational documents has been accomplished in accordance with, and was permitted by, the relevant provisions of said documents prior to its amendment or restatement from time to time.

Underwriting Representations. Borrower represents that as of the date of this Loan Agreement, each of the following is true: (i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business. (ii) Borrower is not now, nor has it ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending which, if adversely determined, would have a Material Adverse Effect, or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower except (a) for tax liens not yet due or (b) as shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan. (iii) Borrower is in compliance with all laws, regulations, and orders applicable to it (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use laws and regulations for the purposes of this representation) and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate. (iv) Borrower is not involved in any dispute with any taxing authority. (v) Borrower has paid all taxes which it owes. (vi) Borrower has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property. (vii) Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition in all material respects as of the date set forth thereon. (viii) If required by Lender, Lender has received a current Phase I environmental Site Assessment for the Mortgaged Property and that Site Assessment has not identified any recognized environmental conditions that require further investigation or remediation. (ix) Borrower has no material contingent or actual obligations not related to the Mortgaged Property. (x) Each amendment and restatement of Borrower’s organizational documents has been accomplished in accordance with, and was permitted by, the relevant provisions of said documents prior to its amendment or restatement from time to time.

Underwriting Representations. Borrower represents that as of the date of this Loan Agreement, each of the following is true: (i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business. (ii) Borrower is not now, nor has it ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending which, if adversely determined, would have a Material Adverse Effect, or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower except (a) for tax liens not yet due or (b) as shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan. (iii) Borrower is in compliance with all laws, regulations, and orders applicable to it (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use laws and regulations for the purposes of this representation) and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate. (iv) Borrower is not involved in any dispute with any taxing authority. (v) Borrower has paid all taxes which it owes. (vi) Borrower has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property. (vii) Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition in all material respects as of the date set forth thereon. (viii) If required by Lender, Lender LenderBorrower has received obtained on behalf of Borrower a current Phase I environmental Site Assessment for the Mortgaged Property and that Site Assessment has not identified any recognized environmental conditions that require further investigation or remediation. (ix) Borrower has no material contingent or actual obligations not related to the Mortgaged Property. (x) Each amendment and restatement of Borrower’s organizational documents has been accomplished in accordance with, and was permitted by, the relevant provisions of said documents prior to its amendment or restatement from time to time.

Underwriting Representations. Borrower represents that as of the date of this Loan Agreement, each of the following is true: (i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business. (ii) Borrower is not now, nor has it ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending which, if adversely determined, would have a Material Adverse Effect, or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower except (a) for tax liens not yet due or (b) as shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan. (iii) Borrower is in compliance with all laws, regulations, and orders applicable to it (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use laws and regulations for the purposes of this representation) and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate. (iv) Except for (1) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Park, LLC ▇. ▇▇▇▇▇▇ County Appraisal District, 2017-69838, pursuant to which Borrower is appealing the 2017 property tax assessment applicable to the Mortgaged Property, and (2) the 2018 property tax assessment applicable to the Mortgaged Property which Borrower is appealing, Borrower is not involved in any dispute with any taxing authority. (v) Borrower has paid all taxes which it owes. (vi) Borrower has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property. (vii) Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition in all material respects as of the date set forth thereon. (viii) If required by Lender, Lender has received a current Phase I environmental Site Assessment for the Mortgaged Property and that Site Assessment has not identified any recognized environmental conditions that require further investigation or remediation. (ix) Borrower has no material contingent or actual obligations not related to the Mortgaged Property. (x) Each amendment and restatement of Borrower’s organizational documents has been accomplished in accordance with, and was permitted by, the relevant provisions of said documents prior to its amendment or restatement from time to time.

Underwriting Representations. Borrower represents that as of the date of this Loan Agreement, each of the following is true: (i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business. (ii) Borrower is not now, nor has it ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending which, if adversely determined, would have a Material Adverse Effect, or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower except (a) for tax liens not yet due or (b) as shown in the schedule of exceptions to coverage in the title policy Title Policy issued to and accepted by Lender ▇▇▇▇▇▇ contemporaneously with the execution of this Loan. (iii) Borrower is in compliance with all laws, regulations, and orders applicable to it (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use laws and regulations for the purposes of this representation) and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate. (iv▇▇) Borrower ▇▇▇▇▇▇▇▇ is not involved in any dispute with any taxing authority. (v) Borrower has paid all taxes which it owes. (vi) Borrower ▇▇▇▇▇▇▇▇ has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property. (vii) Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition in all material respects as of the date set forth thereon. (viiiix) If required by Lender, Lender Borrower has received a current Phase I environmental Site Assessment for no material contingent or actual obligations not related to the Mortgaged Property Property. (x) Each amendment and that Site Assessment restatement of ▇▇▇▇▇▇▇▇’s organizational documents has not identified any recognized environmental conditions that require further investigation been accomplished in accordance with, and was permitted by, the relevant provisions of said documents prior to its amendment or remediationrestatement from time to time.

Underwriting Representations. Borrower represents that as of the date of this Loan Agreement, each of the following is true: (i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business. (ii) Borrower is not now, nor has it ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending which, if adversely determined, would have a Material Adverse Effect, or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower except (a) for tax liens not yet due or (b) as shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan. (iii) Borrower is in compliance with all laws, regulations, and orders applicable to it (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use laws and regulations for the purposes of this representation) and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate. (iv) Except for ▇▇▇ ▇▇▇▇▇▇▇ Ridge, LLC ▇. ▇▇▇▇▇▇▇ Appraisal District; Cause No. ▇▇▇-▇▇▇▇▇▇-▇▇, pursuant to which Borrower is appealing the 2016 property tax assessment applicable to the Mortgaged Property, Borrower is not involved in any dispute with any taxing authority. (v) Borrower has paid all taxes which it owes. (vi) Borrower has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property. (vii) Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition in all material respects as of the date set forth thereon. (viii) If required by Lender, Lender Borrower has received obtained on behalf of Borrower a current Phase I environmental Site Assessment for the Mortgaged Property and that Site Assessment has not identified any recognized environmental conditions that require further investigation or remediation. (ix) Borrower has no material contingent or actual obligations not related to the Mortgaged Property. (x) Each amendment and restatement of Borrower’s organizational documents has been accomplished in accordance with, and was permitted by, the relevant provisions of said documents prior to its amendment or restatement from time to time.

Underwriting Representations. Borrower hereby represents that as of from the date of this Loan Agreementits formation, each of the following is true: (i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business. (ii) Borrower is not now, nor has it ever been, party to any lawsuit, arbitration, summons, no judgments or legal proceeding that is still pending which, if adversely determined, would have a Material Adverse Effect, or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower it except (a) for tax liens not yet due or (b) as shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loandue. (iii) Borrower is in compliance with all laws, regulations, and orders applicable to it (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use laws and regulations for the purposes of this representation) and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate. (iv) Borrower is not involved in any dispute with any taxing authority. (v) Borrower has paid all taxes which it owes. (vi) Borrower has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property. (vii) Borrower is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal preceding that is still pending or that resulted in a judgment against it that has not been paid in full. (viii) Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s 's financial condition in all material respects as of the date set forth thereoncondition. (viiiix) If required by Lender, Lender Borrower has received obtained a current Phase I environmental Site Assessment site assessment ("ESA") for the Mortgaged Property prepared consistent with ASTM Practice E 1527 and that Site Assessment the BSA has not identified any recognized environmental conditions that require further investigation or remediation. (x) Borrower has no material contingent or actual obligations not related to the Mortgaged Property. (xi) Each amendment and restatement of Borrower's organizational documents has been accomplished in accordance with, and was permitted by, the relevant provisions of said documents prior to its amendment or restatement from time to time.

Underwriting Representations. The following underwriting representations are made by each Borrower that is a Recycled Borrower. Each Recycled Borrower hereby represents that as of from the date of this Loan Agreementits formation, each of the following is true: (i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business. (ii) Borrower is not now, nor has it ever been, party to any lawsuit, arbitration, summons, no judgments or legal proceeding that is still pending which, if adversely determined, would have a Material Adverse Effect, or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower it except (a) for tax liens not yet due or (b) as shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loandue. (iii) Borrower is in compliance with all laws, regulations, and orders applicable to it (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use laws and regulations for the purposes of this representation) and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate. (iv) Borrower is not involved in any dispute with any taxing authority. (v) Borrower has paid all taxes which it owes. (vi) Borrower has never owned any real property other than the Mortgaged Property as follows: BERKSHIRE SQUARE LLC, an Indiana limited liability company owns that certain parcel described in Exhibit “A” as Parcel I, and BERKSHIRE II CUMBERLAND, LLC, an Indiana limited liability company, owns that certain parcel described in Exhibit “A’ as Parcel II; and personal property necessary or incidental to its ownership or operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property. (vii) Borrower is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full. (viii) Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition in all material respects as of the date set forth thereoncondition. (viiiix) If required by Lender, Lender Borrower has received obtained a current Phase I environmental Site Assessment site assessment (the “ESA”) for the Mortgaged Property prepared consistent with ASTM Practice E 1527 and that Site Assessment the ESA has not identified any recognized environmental conditions that require further investigation or remediation. (x) Borrower has no material contingent or actual obligations not related to the Mortgaged Property.