Common use of Borrower's Representation and Warranties Clause in Contracts

Borrower's Representation and Warranties. The Borrowers hereby represent and warrant to and for the benefit of the Lenders that, as on the date hereof and on each Drawdown Date and on each Interest Payment Date and on each Repayment Date: 17.1.1 the Borrowers are limited partnerships duly organized and validly existing under the laws of the Federal Republic of Germany; 17.1.2 the Borrowers have the perpetual corporate existence and power to enter into this Agreement and each of the documents to which they are a party and to borrow and perform their obligations hereunder and thereunder and have taken all necessary corporate or other actions required to authorize the execution, delivery and performance of this Agreement and those of the documents to which they are a party; 17.1.3 the execution, delivery and performance of this Agreement and each of the documents to which any of the Borrowers is a party will not violate or exceed the powers granted to it by, or any provisions of (a) any law or regulation in any jurisdiction to which it is subject, (b) any order or decree of any governmental agency or court of or in any jurisdiction to which it is subject, (c) the constitutional documents, or (d) any mortgage, deed, contract or agreement to which it is a party or which is binding upon it or any of its assets; 17.1.4 no approval or consent from any governmental and quasi-governmental authorities is necessary under applicable law for the execution and delivery of this Agreement and any document and instrument delivered or to be delivered pursuant hereto and the mortgaging of the Vessels to the Lenders; 17.1.5 there are no actions, suits or proceedings pending or threatened against or affecting any of the Borrowers, its property at law or before any governmental authority which may affect the Borrowers’ solvency or ability to pay their debts or their ability to own the Delivered Vessels or affect a substantial part of any of the Borrowers property and none of the Borrowers is in default with respect to any order, writ, injunction, claim or demand of any court or any governmental authority; 17.1.6 this Agreement, the consummation of the transactions herein contemplated and the fulfillment of the terms hereof and the compliance by the Borrowers with all of the terms and conditions of this Agreement and all documents and instruments referred to herein and/or delivered pursuant hereto will not result in any breach by them of the terms, conditions or provisions of, or constitute a default under any indenture, bank loan or credit agreement or instrument to which any of the Borrowers is bound and will not result in the creation of any lien, charge or encumbrance (other than the Hypothec) upon any of the Borrower’s property or assets; 17.1.7 there are no material facts or circumstances which have not been disclosed to the Agent in writing which, if disclosed, might reasonably be expected to adversely affect the decision of a person considering whether to provide finance to the Borrowers; 17.1.8 in relation to the borrowing by the Borrowers of the Loan, the performance and discharge of their obligations and liabilities hereunder and/or under the Security Documents to which any of the Borrowers is a party, the Borrowers are acting for their own account and the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat “money laundering” (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities, as from time to time amended); 17.1.9 this Agreement and each of the Security Documents constitute, or will constitute, when executed and delivered, and, in case of the Hypothec, when registered in the Ships Registry, legal, valid and binding obligations of the Borrowers, enforceable against them in accordance with their respective terms, subject to laws of bankruptcy, insolvency, liquidation or other laws affecting generally creditors’ rights; 17.1.10 the Borrowers have not failed to pay any material sum when due or to perform any material monetary obligation under the provisions of any agreement to which any of them is a party or by which any of them may be bound and no event has occurred and is continuing which entitles, or which with the giving of notice, lapse of time or other condition would entitle, the other party or parties to any such agreement to declare such indebtedness to be due and payable by the Borrowers or any of them; 17.1.11 the Borrowers are not in default in the performance of any material non-monetary obligation under the provisions of this Agreement or any other agreement to which any of them is a party or by which any of them may be bound and no event has occurred and is continuing which entitles, or which with the giving of notice, lapse of time or other condition would entitle, the other party or parties to terminate any such agreement; and 17.1.12 save as provided by applicable laws of bankruptcy, insolvency, liquidation or similar laws of general application, the obligations of the Borrowers under this Agreement rank and will rank at least pari passu in priority of payment, security and in all other respects with all non-preferred indebtedness of the Borrowers except with respect to maritime liens which according to applicable law rank prior to the Hypothec, and 17.1.13 the Borrowers have not incurred any financial indebtedness other than financial indebtedness disclosed to the Agent in writing, and 17.1.14 each of the Relevant Borrower’s sole business is the owning and operation of the Relevant Vessel and other than the Relevant Vessel it does not own other substantial assets, and 17.1.15 the financial information provided pursuant to Clause 19 hereof is complete, accurate and not misleading in all material respects, and 17.1.16 the Corporate Guarantor shall be and remain a limited partner (Kommanditist) of each of the Borrowers, such Corporate Guarantor or an affiliated company of the Corporate Guarantor, accepted by the Agent, holding at least twenty five (25) percent of each of the Borrower’s share capital, and 17.1.17 to the best of their knowledge, no Prohibited Payment has been made or provided, directly or indirectly, by (or on behalf of) any of it, any of their subsidiaries, their officers, directors or any other person acting on their behalf to, or for the benefit of, any authority (or any official, officer, director, agent or key employee of, or other person with management responsibilities in, any authority) in connection with this Loan Agreement or any Security Document, and 17.1.18 none of the sources of funds to be used by the Borrowers in connection with any payments to be made by the Borrowers or any of them under the Loan Agreement or any Security Document or its business are of Illicit Origin, and 17.1.19 the Loans will not be used to finance equipment or sectors under embargo decisions of the United Nations, the World Bank, the European Union or Italy.