Common use of BORROWER'S REPRESENTATIONS AND WARRANTIES Clause in Contracts

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers represents and warrants that: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, as though made on and as of such date, 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 terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the corporate power and authority of each of the Borrowers and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement and the Other Documents to which each of the Borrowers is a party constitute legal, valid, and binding obligations of such Borrower enforceable in accordance with their respective 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 or any of the Other Documents; and (f) the Liens under the Security Instruments are valid and subsisting and secure each of the Borrowers’ obligations under the Loan Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of As a material inducement to Administrative Agent and the Borrowers Lenders to execute and deliver this Amendment, Borrower represents and warrants to Administrative Agent and the Lenders (with the knowledge and intent that Administrative Agent and the Lenders are relying upon the same in entering into this Amendment) that: , as of the date of its execution of this Amendment: (a) its representations and warranties contained in Article IV of This Amendment, the Credit Agreement and its representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents to which it any Obligated Party is a party are true party, have each been duly executed and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, as though made on and as of such date, 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 terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the corporate power and authority of each of the Borrowers and have been such Obligated Party’s duly authorized by appropriate corporate action officers and proceedings; (d) this Agreement and constitute the Other Documents to which each of the Borrowers is a party constitute legal, valid, valid and binding obligations of such Borrower Obligated Party, enforceable against such Obligated. Party in accordance with their respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity; ). (eb) there The representations and warranties set forth in Article 6 of the Credit Agreement are true and correct in all material respects, after giving effect to this Amendment, as if made on and as of the date of this Amendment (except to the extent such representations and warranties relate solely to an earlier date, in which case, they are true and correct in all material respects as of such date). (c) At the time of and after giving effect to this Amendment, no governmental or other third party consents, licenses and approvals required in connection with the Default exists. (d) The execution, delivery, performance, validity delivery and enforceability performance of this Agreement Amendment are within Borrower’s corporate power, have been duly authorized, are not in contravention of any law applicable to Borrower or the terms of Borrower’s Constituent Documents and, except as have been previously obtained or as referred to in Section 6.8 of the Credit Agreement, do not require the consent or approval of any Governmental Authority or any of other Person except to the Other Documents; and (f) extent that such consent or approval is not material to the Liens under the Security Instruments are valid and subsisting and secure each of the Borrowers’ obligations under the Loan Documentstransactions contemplated by this Amendment.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers The Borrower represents and warrants that: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security InstrumentsCredit Agreement, the Guarantiesas amended hereby, and each of after giving effect to any amendments to the schedules thereto set forth herein, and the representations and warranties contained in the other Loan Documents Credit Documents, as amended hereby, and after giving effect to which it is a party any amendments to the schedules thereto set forth herein, are true and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, Date as though if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except those that such materiality qualifiers shall not be applicable to the extent any representations and warranties that speak of a certain date, which representations and warranties were true and correct as of such dateare already qualified or modified by materiality in the text thereof); (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the corporate power and authority of each of the Borrowers Borrower and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement and constitutes the Other Documents to which each of the Borrowers is a party constitute legal, valid, and binding obligations obligation of such the Borrower enforceable in accordance with their respective 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 Agreement, other than those which have been obtained or any of the Other Documentsmade; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure each of the Borrowers’ Borrower’s obligations under the Loan Credit Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of As a material inducement to Administrative Agent and the Borrowers Lenders to execute and deliver this Amendment, Borrower represents and warrants to Administrative Agent and the Lenders (with the knowledge and intent that Administrative Agent and the Lenders are relying upon the same in entering into this Amendment) that: , as of the date of its execution of this Amendment: (a) its representations and warranties contained in Article IV of This Amendment, the Credit Agreement and its representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents to which it any Obligated Party is a party are true party, have each been duly executed and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, as though made on and as of such date, 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 terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the corporate power and authority of each of the Borrowers and have been such Obligated Party’s duly authorized by appropriate corporate action officers and proceedings; (d) this Agreement and constitute the Other Documents to which each of the Borrowers is a party constitute legal, valid, valid and binding obligations of such Borrower Obligated Party, enforceable against such Obligated Party in accordance with their respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity; ). (eb) there The representations and warranties set forth in Article 6 of the Credit Agreement are true and correct in all material respects, after giving effect to this Amendment, as if made on and as of the date of this Amendment (except to the extent such representations and warranties relate solely to an earlier date, in which case, they are true and correct in all material respects as of such date). (c) At the time of and after giving effect to this Amendment, no governmental or other third party consents, licenses and approvals required in connection with the Default exists. (d) The execution, delivery, performance, validity delivery and enforceability performance of this Agreement Amendment are within each Obligated Party’s corporate, partnership or company power, as the case may be, have been duly authorized, are not in contravention of any law applicable to such Obligated Party or the terms of such Obligated Party’s Constituent Documents and, except as have been previously obtained, do not require the consent or approval of any Governmental Authority or any of other Person except to the Other Documents; and (f) extent that such consent or approval is not material to the Liens under the Security Instruments are valid and subsisting and secure each of the Borrowers’ obligations under the Loan Documentstransactions contemplated by this Amendment.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of As a material inducement to Administrative Agent and the Borrowers Lenders to execute and deliver this Amendment, each Obligated Party represents and warrants to Administrative Agent and the Lenders (with the knowledge and intent that Administrative Agent and the Lenders are relying upon the same in entering into this Amendment) that: , as of the Fourth Amendment Execution Date: (a) its representations and warranties contained in Article IV of This Amendment, the Credit Agreement and its representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents to which it such Obligated Party is a party are true party, have each been duly executed and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, as though made on and as of such date, 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 terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the corporate power and authority of each of the Borrowers and have been such Obligated Party’s duly authorized by appropriate corporate action officers and proceedings; (d) this Agreement and constitute the Other Documents to which each of the Borrowers is a party constitute legal, valid, valid and binding obligations of such Borrower Obligated Party, enforceable against such Obligated Party in accordance with their respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity; ). (eb) there The representations and warranties set forth in Article 6 of the Credit Agreement are true and correct in all material respects, after giving effect to this Amendment, as if made on and as of the date of this Amendment (except to the extent such representations and warranties relate solely to an earlier date, in which case, they are true and correct in all material respects as of such date). (c) At the time of and after giving effect to this Amendment, no governmental or other third party consents, licenses and approvals required in connection with the Default exists. (d) The execution, delivery, performance, validity delivery and enforceability performance of this Agreement Amendment are within such Obligated Party’s corporate, partnership or company power, as the case may be, have been duly authorized, are not in contravention of any law applicable to such Obligated Party or the terms of such Obligated Party’s Constituent Documents and, except as have been previously obtained, do not require the consent or approval of any Governmental Authority or any of other Person except to the Other Documents; and (f) extent that such consent or approval is not material to the Liens under the Security Instruments are valid and subsisting and secure each of the Borrowers’ obligations under the Loan Documentstransactions contemplated by this Amendment.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of In order to induce the Borrowers Agent and the Banks to enter into this Amendment, the Borrower hereby represents and warrants that: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date, after giving effect to the terms of Agent and the Banks that: (i) the Borrower has the right, power and capacity and has been duly authorized and empowered by all requisite corporate and shareholder action to enter into, execute, deliver and perform this AgreementAmendment and all agreements, as though made on documents and as of such dateinstruments executed and delivered pursuant to this Amendment; (ii) this Amendment constitutes the Borrower's legal, valid and binding obligation, enforceable against it, 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 enforcement thereof may be subject to the terms effect of this Agreementany applicable bankruptcy, no Default has occurred insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is continuing; sought in a proceeding in equity or at law or otherwise); (ciii) the Borrower's execution, delivery and performance of this Agreement Amendment do not and the other documentswill not violate its Certificate of Incorporation or By-laws, instrumentsany law, certificates and agreements (“Other Documents”) required rule, regulation, order, writ, judgment, decree or award applicable to be delivered by this Agreement and it or any contractual provision to which each of the Borrowers it is a party are within the corporate power or to which it or any of its property is subject; (iv) no authorization or approval or other action by, and no notice to or filing or registration with, any governmental authority of each of the Borrowers and or regulatory body (other than those which have been duly authorized by appropriate corporate action obtained and proceedings; (dare in force and effect) this Agreement and the Other Documents to which each of the Borrowers is a party constitute legal, valid, and binding obligations of such Borrower enforceable in accordance with their respective 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 its execution, delivery, performance, validity delivery and enforceability performance of this Amendment and all agreements, documents and instruments executed and delivered pursuant to this Amendment; and (v) no Event of Default or Unmatured Event of Default exists under the Credit Agreement or any of would exist after giving effect to the Other Documents; and (f) the Liens under the Security Instruments are valid and subsisting and secure each of the Borrowers’ obligations under the Loan Documentstransactions contemplated by this Amendment.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers represents and warrants that: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, as though made on and as of such date, except those representations and warranties that speak of a certain date, which representations and warranties were remain true and correct as of such certain date; (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the corporate power and authority of each of the Borrowers and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement and the Other Documents to which each of the Borrowers is a party constitute legal, valid, and binding obligations of such Borrower enforceable in accordance with their respective 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 or any of the Other Documents; and (f) the Liens under the Security Instruments are valid and subsisting and secure each of the Borrowers’ obligations under the Loan Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers represents and warrants that: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this AgreementAmendment, as though made on and as of such date, except those representations and warranties that speak of a certain date, which representations and warranties were remain true and correct as of such certain date; (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party Amendment are within the corporate power and authority of each of the Borrowers and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement and Amendment constitutes the Other Documents to which each of the Borrowers is a party constitute legal, valid, and binding obligations obligation of such Borrower each of the Borrowers enforceable in accordance with their respective 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 or approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement or any of the Other DocumentsAmendment; and (f) the Liens under the Security Instruments are valid and subsisting and secure each of the Borrowers’ obligations under the Loan Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers represents and warrants that: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, as though made on and as of such date, 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 terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the corporate power and authority of each of the Borrowers and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement and the Other Documents to which each of the Borrowers is a party constitute legal, valid, and binding obligations of such Borrower enforceable in accordance with their respective 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 or any of the Other Documents; and (f) the Liens under the Security Instruments are valid and subsisting and secure each of the Borrowers’ obligations under the Loan Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers represents and warrants that: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, as though made on and as of such date, 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 terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the corporate power and authority of each of the Borrowers and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement and the Other Documents to which each of the Borrowers is constitutes a party constitute legal, valid, and binding obligations obligation of such Borrower each of the Borrowers enforceable in accordance with their respective 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 or any of the Other DocumentsAgreement; and (f) the Liens under the Security Instruments are valid and subsisting and secure each of the Borrowers’ obligations under the Loan Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers As a material inducement to Bank to execute and deliver this Amendment, each Borrower represents and warrants to Bank (with the knowledge and intent that Bank is relying upon the same in entering into this Amendment) that: , as of the date of its execution of this Amendment: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security InstrumentsThis Amendment, the Guaranties, Loan Agreement and each of the other Loan Documents documents executed in connection therewith to which it such Borrower is a party are true party, have each been duly executed and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, as though made on and as of such date, 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 terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the corporate power and authority of each of the Borrowers and have been such Borrower’s duly authorized by appropriate corporate action officers and proceedings; (d) this Agreement and constitute the Other Documents to which each of the Borrowers is a party constitute legal, valid, valid and binding obligations of such Borrower, enforceable against such Borrower enforceable in accordance with their respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar bankruptcy and insolvency laws affecting the rights of creditors generally and by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity; ). (eb) there are no governmental or other third party consents, licenses The representations and approvals required warranties set forth in connection with the execution, delivery, performance, validity and enforceability of this Agreement or any Section 6 of the Other Documents; Loan Agreement are true and (f) the Liens under the Security Instruments are valid correct in all material respects, after giving effect to this Amendment, as if made on and subsisting and secure each as of the Borrowers’ obligations Eleventh Amendment Effective Date (except to the extent such representations and warranties relate solely to an earlier date, in which case, they are true and correct in all material respects as of such date). (c) At the time of and after giving effect to this Amendment, no default or event of default under the Loan DocumentsAgreement exists. (d) The execution, delivery and performance of this Amendment are within such Borrower’s corporate or limited liability company power, as the case may be, have been duly authorized, are not in contravention of any law applicable to such Borrower or the terms of such Borrower’s organizational documents and, except as have been previously obtained, do not require the consent or approval of any governmental authority or any other person or entity except to the extent that such consent or approval is not material to the transactions contemplated by this Amendment.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers Borrower represents and warrants that: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security InstrumentsCredit Agreement, the Guarantiesas amended hereby, and each of the representations and warranties contained in the other Loan Documents to which it is a party Credit Documents, are true and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, Date as though if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except those that such materiality qualifiers shall not be applicable to the extent any representations and warranties that speak of a certain date, which representations and warranties were true and correct as of such dateare already qualified or modified by materiality in the text thereof); (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the corporate power and authority of each of the Borrowers Borrower and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement and constitutes the Other Documents to which each of the Borrowers is a party constitute legal, valid, and binding obligations obligation of such Borrower enforceable in accordance with their respective 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 Agreement, other than those which have been obtained or any of the Other Documentsmade; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure each of the Borrowers’ Borrower’s obligations under the Loan Credit Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers To induce Noteholder to enter into this Agreement, Borrower hereby represents and warrants to Noteholder that: : (a) its representations and warranties contained in Article IV Borrower is validly existing under the laws of the Credit Agreement state of its organization and its representations has full power and warranties contained in the Security Instrumentsauthority to enter into this Agreement, the Guarantiesto execute and deliver all documents and instruments required hereunder, and each of to incur and perform the other Loan Documents obligations provided for herein and therein, and to which it is a party are true perform and correct in all material respects on and as of the Effective Date, after giving effect to carry out the terms of this Agreementthe Loan Documents, all of which have been duly authorized by all necessary entity action of Borrower, and no consent or approval of any third party is required as though made on and as of such date, except those representations and warranties that speak of a certain date, which representations and warranties were true and correct as of such date; condition to the validity or enforceability hereof or thereof; (b) after giving effect this Agreement has been duly executed and delivered by Borrower; (c) this Agreement will constitute the valid and legally binding obligation of Borrower, enforceable against Borrower in accordance with its terms, subject to the terms recourse/non-recourse provisions of this Agreement, no Default has occurred and is continuing; the Loan Documents; (cd) the execution, delivery and performance by Borrower of this Agreement and the will not violate (i) any provision of law or any order, rule or regulation of any court or governmental authority, or (ii) any instrument, contract, agreement, indenture, mortgage, deed of trust or other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and material document or obligation to which each of the Borrowers Borrower is a party are within the corporate power and authority of each of the Borrowers and have been duly authorized or by appropriate corporate action and proceedings; (d) this Agreement and the Other Documents to which each of the Borrowers is a party constitute legal, valid, and binding obligations of such Borrower enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratoriumBorrower, or similar laws affecting the rights any of creditors generally and general principles of equity; Borrower’s property, is bound; (e) there are is no governmental action, suit, proceeding or other third party consents, licenses and approvals required in connection with investigation pending or threatened that challenges the execution, delivery, performance, validity and or enforceability of this Agreement or any of the Other Loan Documents; and , or any action required to be taken pursuant hereto or thereto; (f) the Liens under the Security Instruments are valid no Event of Default has occurred and subsisting and secure each of the Borrowers’ obligations is continuing under the Loan Documents; and (g) Intentionally deleted.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers Borrower represents and warrants that: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security InstrumentsCredit Agreement, the Guarantiesas amended hereby, and each of after giving effect to any amendments to the schedules thereto set forth herein, and the representations and warranties contained in the other Loan Documents Credit Documents, as amended hereby, and after giving effect to which it is a party any amendments to the schedules thereto set forth herein, are true and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, Date as though if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except those that such materiality qualifiers shall not be applicable to the extent any representations and warranties that speak of a certain date, which representations and warranties were true and correct as of such dateare already qualified or modified by materiality in the text thereof); (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the corporate power and authority of each of the Borrowers Borrower and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement and constitutes the Other Documents to which each of the Borrowers is a party constitute legal, valid, and binding obligations obligation of such Borrower enforceable in accordance with their respective 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 Agreement, other than those which have been obtained or any of the Other Documentsmade; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure each of the Borrowers’ Borrower’s obligations under the Loan Credit Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers Borrower represents and warrants that: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security InstrumentsCredit Agreement, the Guarantiesas amended hereby, and each of the representations and warranties contained in the other Loan Credit Documents to which it is a party are true and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, date hereof as though if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, except those representations and warranties that speak of a certain date, in which representations and warranties were case such representation or warranty is true and correct in all material respects as of such earlier date; (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party Amendment are within the corporate corporate, limited liability company, or partnership power and authority of each of the Borrowers such Borrower and have been duly authorized by appropriate corporate corporate, limited liability company, or partnership action and proceedings; (d) this Agreement and Amendment constitutes the Other Documents to which each of the Borrowers is a party constitute legal, valid, and binding obligations obligation of such Borrower enforceable in accordance with their respective 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 or any of the Other DocumentsAmendment; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure each of the Borrowers’ obligations under the Loan Credit Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers Borrower represents and warrants to the Administrative Agent and each Lender that: (a) its representations and warranties contained in Article IV of after giving effect to this Agreement, the Credit Agreement and its representations and warranties contained in the Security Instruments, the GuarantiesCredit Agreement, and each of the representations and warranties contained in the other Loan Credit Documents to which it is a party are true and correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of the Effective Date, after giving effect to the terms of this Agreement, Date as though if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, except those representations and warranties that speak of a certain date, in which representations and warranties were case such representation or warranty is true and correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) as of such earlier date; (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the corporate power and authority of each of the Borrowers Borrower and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement and constitutes the Other Documents to which each of the Borrowers is a party constitute legal, valid, and binding obligations obligation of such Borrower enforceable in accordance with their respective 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 or any of the Other DocumentsAgreement; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure each of the Borrowers’ Borrower’s obligations under the Loan Credit Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers represents The Borrower acknowledges, represents, warrants and warrants agrees that: (a) its representations and warranties contained in Article IV of after giving effect to this Agreement, the Credit Agreement and its representations and warranties contained in the Security InstrumentsCredit Agreement, the Guarantiesas amended hereby, and each of the representations and warranties contained in the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date, after giving effect to Date and on the terms of this Agreement, date hereof as though if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, except those representations and warranties that speak of a certain date, in which representations and warranties were case such representation or warranty is true and correct in all material respects as of such earlier date (except that any such representation and warranty that is qualified by materiality is true and correct in all respects as of the applicable date); (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the limited liability company or corporate power and authority of each of the Borrowers Borrower and have been duly authorized by appropriate limited liability company and corporate action and proceedings; (dc) this Agreement and constitutes the Other Documents to which each of the Borrowers is a party constitute legal, valid, and binding obligations obligation of such the Borrower enforceable in accordance with their respective 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, and no portion of the Obligations are subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (ed) there are no governmental or other third party consents, licenses and approvals required to be made or obtained by it in connection with the its execution, delivery, performance, validity and enforceability of this Agreement Agreement; (e) no Defaults or any Events of the Other DocumentsDefault shall have occurred and be continuing; and (f) since the Liens under the Security Instruments are valid and subsisting and secure each date of the Borrowers’ obligations under financial statements most recently delivered pursuant to Section 6.01(a) of the Loan DocumentsCredit Agreement, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers The Borrower represents and warrants that: (a) its representations and warranties contained in Article IV of after giving effect to this Agreement, the Credit Agreement and its representations and warranties contained in the Security InstrumentsCredit Agreement, the Guarantiesas amended hereby, and each of the representations and warranties contained in the other Loan Documents to which it is a party Credit Documents, as amended hereby, are true and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, Date as though if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date (except those that such materiality qualifiers shall not be applicable to the extent any representations and warranties that speak of a certain date, which representations and warranties were true and correct as of such dateare already qualified or modified by materiality in the text thereof); (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the corporate power and authority of each of the Borrowers Borrower and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement and constitutes the Other Documents to which each of the Borrowers is a party constitute legal, valid, and binding obligations obligation of such the Borrower enforceable in accordance with their respective 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 Agreement, other than those which have been obtained or any of the Other Documentsmade; and (f) the Liens under the Security Instruments Documents are valid and subsisting and secure each of the Borrowers’ Borrower’s obligations under the Loan Credit Documents.

BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers Borrower represents and warrants that: as of the date of execution and delivery of this Agreement and as of the date of each Advance as follows: (a) its representations and warranties contained in Article IV Borrower is a limited liability company organized under the laws of the Credit State of Nevada, having a principal place of business at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, duly organized, validly existing under the laws of the jurisdiction of its organization with full power to enter into and to pay and perform its obligations under this Agreement and its representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents, and is duly qualified or licensed in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business or its ability to perform any of its obligations under or the enforceability of this Agreement; (b) this Agreement and all other Loan Documents have been duly authorized, executed and delivered by Borrower, are valid, legal and binding obligations of Borrower, are enforceable against Borrower in accordance with their terms and do not and will not contravene any provisions of or constitute a default under Borrower’s organization documents, any agreement to which it is a party are true and correct in all material respects on and as or by which it or any of the Effective Dateits property is bound, after giving effect to the terms or any applicable law, regulation or order of this Agreement, as though made on and as of such date, 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 terms of this Agreement, no Default has occurred and is continuingany governmental authority; (c) the executionproceeds of each Advance will be used exclusively to finance the acquisition of the Equipment; (d) Borrower is (or upon the acquisition thereof will be) the sole owner of, delivery and has good and marketable title to, and all necessary rights in, and power to transfer pursuant to the terms hereof, all of the Equipment, free and clear of all liens and encumbrances (excepting only the Lien of the Lender), and upon the filing with the Secretary of State of Nevada of a Uniform Commercial Code financing statement naming Lender, as secured party, Borrower, as debtor, and the Equipment as the collateral, Lender shall have a valid, perfected, first priority security interest in the Equipment; (e) no approval of, or filing with, any governmental authority or other person is required in connection with Borrower’s entering into, or the payment or performance of its obligations under, this Agreement and the other Loan Documents; (f) there are no suits or proceedings pending or, to the knowledge of Borrower, threatened, before any court or governmental agency against or affecting Borrower which, if decided adversely to Borrower, would adversely affect the conduct of its business or its ability to perform any of its obligations under or the enforceability of this Agreement and the other documentsLoan Documents; (g) the financial statements of Borrower which have been delivered or made publicly available to Lender have been prepared in accordance with generally accepted accounting principals consistently applied, instrumentsand fairly present Borrower’s financial condition and the results of its operations as of the date of and for the period covered by such statements (subject to customary year-end adjustments), certificates and agreements since the date of such statements there has been no adverse change in such financial condition or operations; (h) Borrower’s full and correct legal name is set forth on the signature page hereof and Borrower will not change its legal name or the location of its jurisdiction of organization without giving to Lender at least thirty (30) days prior written notice thereof; (i) the Equipment will always be used for business or commercial, and not personal purposes; (j) Borrower is not in default under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement which, either individually or in the aggregate, would have an adverse effect on the condition of its business or its ability to perform any of its obligations under or the enforceability of this Agreement; (k) under the laws of the jurisdiction(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; and (l) Borrower is, and will remain, in full compliance with all laws and regulations applicable to it including without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Borrower is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control (“Other DocumentsOFAC”) required to be delivered by this Agreement and to which each ), Department of the Borrowers is Treasury and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, executive order or regulations or (C) a party are within the corporate power and authority of each of the Borrowers and have been duly authorized by appropriate corporate action and proceedings; person designated under Section 1(b), (c) or (d) this Agreement of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar executive order and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the Other Documents to which each prevention and detection of the Borrowers is a party constitute legal, valid, money laundering violations. Borrower’s representations and binding obligations of such Borrower enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, warranties shall survive termination 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 expiration of this Agreement or any of the Other Documents; and (f) the Liens under the Security Instruments are valid and subsisting and secure each of the Borrowers’ obligations under the Loan DocumentsAgreement.