Common use of BORROWER REPRESENTATIONS AND WARRANTIES Clause in Contracts

BORROWER REPRESENTATIONS AND WARRANTIES. Each of Borrower and Guarantor represents and warrants to Lender: (a) No default or event of default under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing; (b) There has been no material adverse change in the financial condition of Borrower or Guarantor or any other person whose financial statement has been delivered to Lender in connection with the Loan from the most recent financial statement received by Lender; (c) Each and all representations and warranties of Borrower and Guarantor in the Loan Documents are accurate on the date hereof; (d) Neither Borrower nor Guarantor has any claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein; (e) The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower and Guarantor, enforceable against Borrower and Guarantor in accordance with their terms; (f) Each of Borrower and each Guarantor is validly existing under the laws of the State of its formation or organization, has not changed its legal name as set forth above, and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein; (g) The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower and Guarantor; and (h) This Agreement has been duly executed and delivered on behalf of Borrower and Guarantor.

BORROWER REPRESENTATIONS AND WARRANTIES. Each of Borrower and Guarantor represents and warrants to Lender: (a) No default or event of default under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing; (b) There has been no material adverse change in the financial condition of Borrower or Guarantor or any other person whose financial statement has been delivered to Lender in connection with the Loan from the most recent financial statement received by Lender; (c) Each and all representations and warranties of Borrower and Guarantor in the Loan Documents are accurate on the date hereof; (d) Neither Borrower nor Guarantor has any claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein; (e) The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower and Guarantor, enforceable against Borrower and Guarantor in accordance with their terms; (f) Each of Borrower and each Guarantor is validly existing under the laws of the State of its formation or organization, has not changed its legal name as set forth above, and has the requisite power and authority to execute and deliver this Modification Agreement and to perform the Loan Documents as modified herein; (g) The execution and delivery of this Modification Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower and Guarantor; and (h) This Modification Agreement has been duly executed and delivered on behalf of Borrower and Guarantor.

BORROWER REPRESENTATIONS AND WARRANTIES. Each of The Borrower and Guarantor represents and warrants to Lenderthe Bank that each of the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are paid in full: (a) No no default, event of default or event that would constitute a default or event of default under any of the Loan Documents as modified herein, nor any event, that, with but for the giving of notice or notice, the passage lapse of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuingcontinuing under any provision of the Note, as modified by this agreement, or any other Related Document; (b) There no event has been no material adverse change occurred which may in any one case or in the aggregate materially and adversely affect the financial condition condition, properties, business, affairs, prospects or operations of the Borrower or Guarantor any guarantor or any other person whose financial statement has been delivered to Lender in connection with subsidiary of the Loan from the most recent financial statement received by LenderBorrower; (c) Each and all representations and warranties the Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of Borrower and Guarantor in any kind, personal or otherwise, that it could assert with respect to the Loan Documents are accurate on the date hereofNote or any other Liabilities; (d) Neither Borrower nor Guarantor has any claimsthe Note, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein; (e) The Loan by this agreement, and the other Related Documents as modified herein are the legal, valid, and binding obligation obligations of the Borrower and Guarantorthe other parties, enforceable against the Borrower and Guarantor other parties in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity; and (fe) Each of the Borrower, other than any Borrower and each Guarantor who is a natural person, is validly existing under the laws of the State of its formation or organization, has not changed its legal name as set forth above, and . The Borrower has the requisite power and authority to execute and deliver this Agreement agreement and to perform the Loan obligations described in the Related Documents as modified herein; (g) . The execution and delivery of this Agreement agreement and the performance of the Loan obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower and Guarantor; and (h) the Borrower. This Agreement agreement has been duly executed and delivered by or on behalf of Borrower and Guarantorthe Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. Each of The Borrower and Guarantor represents and warrants to Lenderthat: (a) No default or event of default under any the representations and warranties contained in Article IV of the Credit Agreement and the representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents are true and correct in all material respects on and as modified hereinof the Effective Date, nor any eventafter giving effect to the terms of this Agreement, thatas though made on and as of such date, with except those representations and warranties that speak of a certain date, which representations and warranties were true and correct as of such date; (b) after giving effect to the giving terms of notice or the passage of time or boththis Agreement, would be a default or an event of default under the Loan Documents as modified herein no Default has occurred and is continuing; (b) There has been no material adverse change in the financial condition of Borrower or Guarantor or any other person whose financial statement has been delivered to Lender in connection with the Loan from the most recent financial statement received by Lender; (c) Each the execution, delivery and all representations performance of this Agreement are within the corporate power and warranties authority of the Borrower and Guarantor in the Loan Documents are accurate on the date hereofhave been duly authorized by appropriate corporate action and proceedings; (d) Neither Borrower nor Guarantor has any claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein; (e) The Loan Documents as modified herein are the this Agreement constitutes a legal, valid, and binding obligation of the Borrower and Guarantor, enforceable against Borrower and Guarantor in accordance with their its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (f) Each of Borrower and each Guarantor is validly existing the Liens under the laws Security Instruments are valid and subsisting and secure Borrower's obligations under the Loan Documents; and (g) the Amended and Restated Bylaws and the Amended and Restated Certificate attached as exhibits hereto are the true, correct and complete copies of the bylaws and certificate of incorporation of the Borrower, and the same has not been amended, supplemented, or otherwise modified and, after 5- such bylaws have been fully executed and such certificate has been filed with the Secretary of the State of its formation or organizationDelaware, has not changed its legal name they will remain in full force and effect as set forth above, and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein; (g) The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower and Guarantor; and (h) This Agreement has been duly executed and delivered on behalf of Borrower and Guarantordate hereof.

BORROWER REPRESENTATIONS AND WARRANTIES. Each of Borrower and Guarantor represents and warrants to Lender: (a) No default or event of default under any of the Loan Documents as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Loan Documents as modified herein has occurred and is continuing; (b) There has been no material adverse change in the financial condition of Borrower or Guarantor or any other person whose financial statement has been delivered to Lender in connection with the Loan from the most recent financial statement received by Lender; (c) Each and all representations and warranties of Borrower and Guarantor in the Loan Documents are accurate on the date hereof; (d) Neither Borrower nor Guarantor has any claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein; (e) The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower and GuarantorBorrower, enforceable against Borrower and Guarantor in accordance with their terms; (f) Each of Borrower and each Guarantor is validly existing under the laws of the State of its formation or organization, has not changed its legal name as set forth above, and has the requisite power and authority to execute and deliver this Modification Agreement and to perform the Loan Documents as modified herein; (g) The execution and delivery of this Modification Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower and GuarantorBorrower; and (h) This Modification Agreement has been duly executed and delivered on behalf of Borrower and GuarantorBorrower.