Common use of Representations and Warranties of Subordinated Creditor Clause in Contracts

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof: (a) the Subordinated Creditor has the legal capacity and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with any material agreement binding upon the Subordinated Creditor, or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated Debt.

Representations and Warranties of Subordinated Creditor. The Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof: hereof (and as of all times with respect to clause (f) below): (a) the Subordinated Creditor is a charitable foundation, duly formed and validly existing under the laws of the country of Switzerland; (b) the Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the foundational, organizational or other governing documents of the Subordinated Creditor, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated Debt; and (f) the Subordinated Debt is (i) not secured any liens or any security interests in the Collateral or any other assets of any Company or any other Person, and (ii) is solely on obligation of Telos and is not guarantied by any Person.

Representations and Warranties of Subordinated Creditor. To induce Senior Creditor to execute and deliver this Agreement, Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders Creditor that as of the date hereof: (a) it is duly formed and validly existing under the Subordinated Creditor laws of the jurisdiction of its organization and has the legal capacity capacity, power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with (i) the organizational documents of Subordinated Creditor, (ii) any material agreement binding upon the Subordinated Creditor, Creditor or (iii) any applicable law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (ed) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and all of the Subordinated DebtCredit Documents and the Subordinated Obligations; and (e) the Subordinated Obligations are unsecured.

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Senior Creditor Agent, for the benefit of Senior Creditor Agent and Senior Lenders Creditor, that as of the date hereof: (a) it is a limited liability company duly formed and validly existing under the Subordinated Creditor laws of the jurisdiction of its formation; (b) it has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with its organizational documents, any material agreement binding upon the Subordinated Creditor, it or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (e) the Subordinated Creditor it is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated Debt; (f) neither Subordinated Creditor, nor its agent, has any liens or security interests in the Collateral or any other assets of the Company; and (g) such Person has no contractual put right to require that the Company redeem any equity securities.

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof: (a) Subordinated Creditor is a corporation duly formed and validly existing under the laws of the State of Delaware; (b) Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the organizational documents of Subordinated Creditor, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated DebtDebt evidenced thereby.

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof: (a) the Subordinated Creditor has the legal capacity and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with any material agreement binding upon the Subordinated Creditor, or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered to Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated Debt; and (f) the Subordinated Debt is, and at all times prior to the termination of this Agreement shall remain, an unsecured obligation of the Company and any of its Subsidiaries or affiliates.

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Senior Agent and Senior Lenders that as of the date hereof: (a) Subordinated Creditor is duly formed and validly existing under the laws of the jurisdiction of its organization; (b) Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the organizational documents of Subordinated Creditor, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated Debt; and (f) the Subordinated Debt is, and at all times prior to the termination of this Agreement shall remain, solely an unsecured obligation of Obligors (other than a judgment lien obtained as a result of an Enforcement Action permitted under this Agreement).

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Senior Agent and Senior Lenders that as of the date hereof: (a) the Subordinated Creditor is a natural person; (b) Subordinated Creditor has the legal capacity capacity, power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole holder and owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents (except to the extent of Mxxx Xxxxxx’x interest in certain Subordinated Debt Documents, as heretofore disclosed to Senior Agent) and of the Subordinated Debt.

Representations and Warranties of Subordinated Creditor. The Subordinated Creditor hereby represents and warrants to Agent and the Senior Lenders Creditor that as of the date hereof: (a) the Subordinated Creditor is a limited liability company duly formed and validly existing under the laws of the State of Georgia; (b) the Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the organizational documents of the Subordinated Creditor, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated Debt; and (f) except for security provided by the Subordinated Security Documents, the Subordinated Debt is, and at all times prior to the termination of this Agreement shall remain, an unsecured debt obligation of the Company.

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof: (a) Subordinated Creditor is a real estate investment trust duly formed and validly existing under the laws of the State of Maryland; (b) Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the organizational documents of Subordinated Creditor, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated Debt.

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to First Lien Collateral Agent and Senior Lenders that as of the date hereof: (a) Subordinated Creditor is a limited partnership duly formed and validly existing under the laws of the State of Delaware; (b) Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the organizational documents of Subordinated Creditor, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated Debt.

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Senior Agent and Senior Lenders that as of the date hereof: (a) the Subordinated Creditor is a natural person; (b) Subordinated Creditor has the legal capacity capacity, power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole holder and owner, beneficially and of record, of the rights and obligations under Subordinated Debt Documents (except to the extent of Rxxxxxx Xxxxxxxx’x interest in certain of the Subordinated Debt Documents Documents, as heretofore disclosed to Senior Agent) and of the Subordinated Debt.

Representations and Warranties of Subordinated Creditor. The Subordinated Creditor hereby represents arid warrants, severally and warrants not jointly, to the Obligors, Agent and Senior Lenders Creditors that as of the date hereof: (a) the Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the organizational documents of the Subordinated Creditor, as applicable, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (ed) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the its Subordinated Debt Documents and its Subordinated Debt; (e) no Person other than the Obligors is obligated in respect of the Subordinated DebtDebt or under any Subordinated Debt Documents; and (f) the outstanding amount of the Subordinated Debt held by the Subordinated Creditor as of the date hereof is identified on Exhibit A attached hereto.

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders Lender that as of the date hereof: (a) Subordinated Creditor is a [corporation][limited liability company][limited partnership] duly formed and validly existing under the laws of the State of [ ]; (b) Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the organizational documents of Subordinated Creditor, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated Debt; and (f) the Subordinated Debt is, and at all times prior to the termination of this Agreement shall remain, an unsecured obligation of the Company.

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof: (a) Subordinated Creditor is a [corporation] duly formed and validly existing under the laws of the State of Maryland; (b) Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the organizational documents of Subordinated Creditor, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated Debt.. 5.2

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Administrative Agent and Senior Lenders that as of the date hereof: (a) Subordinated Creditor is a corporationduly formed and validly existing under the laws of Canada; (b) Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the organizational documents of Subordinated Creditor, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights Subordinated Loan Documents and obligations under the Subordinated Debt; and (f) the Subordinated Debt Documents is, and at all times prior to the termination of this Agreement shall remain, an unsecured obligation of the Subordinated DebtBorrower.

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof: (a) Subordinated Creditor is a limited liability company duly formed and validly existing under the laws of the State of Delaware; (b) Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the organizational documents of Subordinated Creditor, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Loan Documents and of the Subordinated Debt.

Representations and Warranties of Subordinated Creditor. The Subordinated Creditor hereby represents and warrants to the Senior Agent and the other Senior Lenders Creditors, as to itself, that as of the date hereof: (ai) the Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bii) the execution of this Agreement by the such Subordinated Creditor will not violate or conflict with the organizational documents of such Subordinated Creditor, any material agreement binding upon the such Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (diii) this Agreement is the legal, valid and binding obligation of the such Subordinated Creditor, enforceable against the such Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (eiv) the such Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated Debtheld by it.

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof: (a) Subordinated Creditor is a corporation duly formed and validly existing under the laws of the State of Maryland; (b) Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the organizational documents of Subordinated Creditor, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated Debt; and (f) the Subordinated Debt is an unsecured obligation of Obligors.

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Senior Agent and Senior Lenders that as of the date hereof: (a) Subordinated Creditor is a company duly formed and validly existing under the laws of Delaware; (b) Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the organizational documents of Subordinated Creditor, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole holder and owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated Debt.

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof: (a) Subordinated Creditor is a corporation duly formed and validly existing under the laws of the State of Minnesota; (b) Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the organizational documents of Subordinated Creditor, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Documents and of the Subordinated Debt; and (f) the Subordinated Debt is, and at all times prior to the termination of this Agreement shall remain, an unsecured obligation of the Company.

Representations and Warranties of Subordinated Creditor. Each Person comprising the Subordinated Creditor hereby represents and warrants to Senior Creditor Agent, for the benefit of Senior Creditor Agent and Senior Lenders Creditor, that as of the date hereof: (a) such Person is duly formed and validly existing under the Subordinated Creditor laws of the jurisdiction of its formation; (b) such Person has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor such Person will not violate or conflict with the organizational documents of such Person, any material agreement binding upon the Subordinated Creditor, such Person or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditorsuch Person, enforceable against the Subordinated Creditor such Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; and (e) the Subordinated Creditor such Person is the sole owner, beneficially and of record, of the rights and obligations under its pro rata share of the Subordinated Debt Documents and of the Subordinated Debt; and (f) such Person has no contractual put right to require that the Company redeem any equity securities.

Representations and Warranties of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof: (a) Subordinated Creditor is a limited liability company duly formed and validly existing under the laws of the State of Delaware; (b) Subordinated Creditor has the legal capacity power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (bc) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the organizational documents of Subordinated Creditor, any material agreement binding upon the Subordinated Creditor, Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) the Subordinated Creditor has delivered Agent a true, correct and complete executed copy of each Subordinated Debt Document; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the rights and obligations under the Subordinated Debt Loan Documents and of the Subordinated Debt.