To induce Administrative Agent and the Lenders to execute and deliver this Agreement, Borrower represents and warrants that (a) Borrower is the lawful owner of good and indefeasible title to the Property; (b)  the Loan Documents to which Borrower is a party and this Agreement constitute the legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws applicable to creditors’ rights or the collection of debtors’ obligations generally; (c) the execution and delivery of this Agreement by Borrower do not contravene, result in a breach of or constitute a default under any deed of trust, deed to secure debt, mortgage, loan agreement, indenture or other contract, agreement or undertaking to which Borrower is a party or by which Borrower or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both) and do not violate or contravene any law, order, decree, rule or regulation to which Borrower is subject; (d) to the best of Borrower’s knowledge there exists no uncured default under the Loan Documents; (e) Borrower has no offsets, claims or defenses under or otherwise with respect to the Loan Documents; and (f) there have been no changes in direct or indirect ownership interests in Borrower, and no amendments or modifications to the operating agreements, partnership agreements, certificates of formation, articles of organization or other governing agreement, as applicable, of Borrower, Borrower’s members, or the partners or members of Borrower’s members since the date of the closing of the Original Loan, in each case that would require the consent of or notice to Administrative Agent under the Loan Documents, and Borrower is currently duly organized and legally existing under the laws of its state of organization and is qualified to do business in the state where the Property is located. Borrower agrees to indemnify and hold Lender Parties harmless against any loss, claim, damage, liability or expense (including without limitation reasonable attorneys' fees actually incurred) incurred as a result of any representation or warranty made by Borrower herein proving to be untrue in any material respect.