Common use of Borrower’s Warranties and Representations Clause in Contracts

Borrower’s Warranties and Representations. Borrower warrants and represents to Lender as follows: (a) Borrower has full power and authority to enter into this Agreement, to borrow the full amount of the Loan and to execute and deliver the documents and instruments required under this Agreement. (b) This Agreement and the documents executed under this Agreement shall not violate any contract or agreement concerning Borrower’s operations, nor result in a breach of the terms or conditions of or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Borrower pursuant to any agreement to which Borrower is a party or by which Borrower may be bound, except liens in favor of Lender. (c) L▇▇ Oil Company, Inc. has good and marketable title to the Virginia Property. L▇▇’▇ Food Mart’s, LLC has good and marketable title to the Kentucky Property. Mound Technologies, Inc. has good and marketable title to the Ohio Property. (d) Borrower owns all of its assets free and clear of any lien, encumbrances or security interests, except liens in favor of Lender. (e) No default exists under any of the encumbrances permitted by Lender beyond the applicable cure period. (f) Borrower is a duly organized and validly existing Maryland corporation and is in good standing in its state of formation. Borrower’s chief executive office is located at 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. (g) Borrower has not engaged the services of any broker(s) in connection with the Loan and Borrower shall defend, indemnify and hold Lender (and its successors and assigns) harmless from any claim, demand, lawsuit, verdict or judgment for any commissions allegedly owed to any broker in connection with the Loan. All of the indemnification obligations herein shall survive the payment of the Note and foreclosure of the Mortgage. (h) All credit information submitted or to be submitted to Lender by or on behalf of Borrower and/or Guarantor is or will be true and correct in all material respects and Lender (and its successors and assigns) is authorized to make such credit investigations and obtain such credit reports and other financial information, whether written or oral, in connection with Borrower’s and/or Guarantor’s financial status as Lender (and its successor and assigns) deems necessary, in its sole discretion. (i) No construction has been commenced upon the Property nor has any actual or visible improvement on the ground of the Property been made until the applicable Mortgage has been duly executed and recorded or, if construction has been commenced prior thereto, Borrower shall provide Lender with a title insurance policy insuring the Mortgage against any mechanics’ liens upon the Property and stating that no mechanic’s lien (either prior or subordinate to the Mortgage) has been filed upon the Property. (j) The Kentucky Property is located at ____________________. (k) The Virginia Property is located at _____________________. (l) The Ohio Property is located at ______________________. (m) Borrower’s federal tax identification number is ________________. (n) Borrower’s organizational number is MD D05284310.

Borrower’s Warranties and Representations. Borrower warrants and represents to Lender as followsthat: (a) Borrower has full power and authority to enter into this Agreement, to borrow the full amount of the Loan and to execute and deliver the documents and instruments required under this Agreement. (b) This Agreement and the documents executed under this Agreement shall not violate any contract or agreement concerning Borrower’s operations, nor result in a breach of the terms or conditions of or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Borrower pursuant to any agreement to which Borrower is a party or by which Borrower may be bound, except liens in favor of Lender. (c) L▇▇ Oil Company, Inc. has good and marketable title to the Virginia Property. L▇▇’▇ Food Mart’s, LLC has good and marketable title to the Kentucky Property. Mound Technologies, Inc. has good and marketable title to the Ohio Property. (d) Borrower owns all of its assets free and clear of any lien, encumbrances or security interests, except liens in favor of Lender. (e) No default exists under any of the encumbrances permitted by Lender beyond the applicable cure period. (f) Borrower is a duly organized and validly existing Maryland corporation and is in good standing in its state of formation. Borrower’s chief executive office is located at 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. (g) Borrower has not engaged the services of any broker(s) in connection with the Loan and Borrower shall defend, indemnify and hold Lender (and its successors and assigns) harmless from any claim, demand, lawsuit, verdict or judgment for any commissions allegedly owed to any broker in connection with the Loan. All of the indemnification obligations herein shall survive the payment of the Note and foreclosure of the Mortgage. (h) All credit information submitted or to be submitted to Lender by or on behalf of Borrower and/or Guarantor A. The Collateral is or will be true owned by Borrower and correct in all material respects and Lender (and its successors and assignsexcept as otherwise permitted by or acknowledged by the Lender's prior written consent) is authorized not subject to make such credit investigations any security interest, liens or encumbrances, except as created by this Agreement, and obtain such credit reports Borrower will defend the Collateral against the claims and demands of all persons; B. Except as may be specifically otherwise permitted by the terms of the other financial informationLoan Documents, whether Borrower will not sell, exchange, lease, encumber or pledge the Collateral, create any security interest therein (except that created by this Agreement), or otherwise dispose of the Collateral or any of Borrower's rights therein or under this Agreement without the prior written consent of the Lender, nor will Borrower remove the Collateral from the state or oral, states in connection with Borrower’s and/or Guarantor’s financial status as Lender (and its successor and assigns) deems necessary, in its sole discretion. (i) No construction has been commenced upon the Property nor has any actual or visible improvement which it is located on the ground date of this Agreement, except for temporary periods in the normal and customary use thereof, without the Lender's prior written consent; C. Except as specifically authorized by Lender in writing, Borrower will not permit any other security interest to attach to any of the Property been made until Collateral, permit the applicable Mortgage has been duly executed Collateral to be levied upon under any legal process, or permit anything to be done that may impair the value of any of the Collateral or the security intended to be afforded by this Agreement; D. The Borrower will execute, and recorded orwill pay all costs of filing of, if construction has been commenced prior theretoany financing, continuation or termination statement with respect to the security interest created by this Agreement. The Lender is hereby appointed Borrower's attorney-in-fact to do all acts and things which the Lender may deem necessary to perfect and continue perfected the security interest created by this Agreement and to protect the Collateral; E. Borrower will promptly notify the Lender of any change in the location of any place of Borrower's business or residence and of the establishment of any new place of business or residence; F. Borrower shall provide give the Lender with a title insurance policy insuring the Mortgage against any mechanics’ liens upon the Property and stating that no mechanic’s lien (either prior or subordinate written notice of each office of Borrower at which records pertaining to the Mortgage) has been filed upon Collateral are kept. Except as such notice is given, all records of Borrower pertaining to Collateral are and shall be kept at that address set forth in the Property. (j) The Kentucky Property is located at ____________________. (k) The Virginia Property is located at _____________________. (l) The Ohio Property is located at ______________________. (m) Borrower’s federal tax identification number is ________________. (n) Borrower’s organizational number is MD D05284310.heading of this Agreement; and

Borrower’s Warranties and Representations. Borrower warrants covenants, warrants, and represents to Lender as follows: (a) A. Borrower is a Corporation, duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has full power and all necessary authority to enter into conduct its business and defend or prosecute its rights wherever it is conducted. B. Borrower is aware that Electropure EDI, Inc., is the actual holder of the Collateral being pledged as security under this transaction, and that Electropure EDI, Inc. is a wholly-owned subsidiary of Electropure, Inc. C. All actions by Borrower, its directors, and stockholders that are necessary for the authorization execution, delivery, and performance of this Agreement, to borrow the full amount and of the Loan and Ancillary Agreements, have been duly taken. Borrower has been duly authorized to execute and deliver this Loan Agreement, the documents Ancillary Agreements, and instruments required under this Agreementall other corresponding documents, as evidencing a valid and binding obligation of Borrower. (b) This Agreement and the documents executed under this Agreement shall not violate any contract or agreement concerning Borrower’s operations, nor result in a breach of the terms or conditions of or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of D. Borrower pursuant to any agreement to which Borrower is a party or by which Borrower may be bound, except liens in favor of Lender. (c) L▇▇ Oil Company, Inc. has owns good and marketable title to each item constituting the Virginia Property. L▇▇’▇ Food Mart’sCollateral in this transaction, LLC has good and marketable title to the Kentucky Property. Mound Technologiessuch is free from all liens, Inc. has good and marketable title to the Ohio Propertylevies, pledges or encumbrances of any nature whatsoever. (d) Borrower owns all of its assets free and clear of any lien, encumbrances or security interests, except liens in favor of Lender. (e) No default exists under any of the encumbrances permitted by Lender beyond the applicable cure period. (f) E. Borrower is a duly organized and validly existing Maryland corporation and is in good standing in its state of formation. Borrower’s chief executive office is located at 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇aware that ▇▇▇▇▇▇▇ ▇▇▇▇▇, Lender’s President, is a former officer of Electropure, Inc., could be considered an “insider,” and that, nonetheless, the negotiation of this Loan Agreement and all Ancillary Agreements has occurred entirely at arm’s length, with Borrower and Lender each receiving independent legal counsel. (g) F. The officers or representatives of Borrower executing this Loan Agreement and the Ancillary Agreements are duly and properly in office or acting as representatives and are fully authorized to execute the same. G. The Loan Agreement and Security Agreement create a perfected, first priority security interest in Lender’s favor, enforceable against the Collateral in which Borrower now has not engaged rights, and will create a perfected, first priority security interest enforceable against the services Collateral in which Borrower later acquires rights, if and when Borrower acquires those rights during the Term of this agreement. H. There is no character, bylaw, or capital stock provision of Borrower, and no provision of any broker(s) in connection with the Loan and Borrower shall defendindenture instrument, indemnify and hold Lender (and its successors and assigns) harmless from any claimor agreement, demand, lawsuit, verdict or judgment for any commissions allegedly owed to any broker in connection with the Loan. All of the indemnification obligations herein shall survive the payment of the Note and foreclosure of the Mortgage. (h) All credit information submitted or to be submitted to Lender by or on behalf of Borrower and/or Guarantor is or will be true and correct in all material respects and Lender (and its successors and assigns) is authorized to make such credit investigations and obtain such credit reports and other financial information, whether written or oral, in connection with to which Borrower is a party or which governs the action of Borrower or which is otherwise binding upon Borrower or Borrower’s and/or Guarantorproperty, nor is there any statute, rule or regulation, or any judgment, decree, or order of any court or agency binding on Borrower or Borrower’s property which would be contravened by the execution, delivery or performance of this Agreement or of the Related Documents. I. There is no action, suit, or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or, to the knowledge of Borrower, threatened against or affecting Borrower, or any properties or rights of Borrower, which, if adversely determined, would materially impair the right of Borrower to carry on the Business substantially as now conducted or would materially adversely affect the financial status as Lender (condition of Borrower. J. Borrower shall pay all of its obligations when due and discharge all of its successor and assigns) deems necessaryliabilities when finally determined. K. Borrower shall not, in the operation of its sole discretionbusiness, incur other indebtedness for borrowed money, or act as guarantor for any indebtedness of others, or lend money, lease, sell, contract to sell or lease, transfer, mortgage, assign, hypothecate or encumber any assets except in the ordinary course of business. (For the purpose of this provision, sale of accounts receivable shall be deemed the incurring of indebtedness for borrowed money.) L. Borrower shall not pay any dividends on any of its outstanding shares, issue, purchase or retire any of its shares or interests, reorganize, merge or be the subject of change or control, or otherwise alter or amend its capital structure. (i) M. No construction has been commenced upon the Property nor has any actual default or visible improvement on the ground of the Property been made until the applicable Mortgage has been duly executed and recorded orpotential default exists, if construction has been commenced prior thereto, Borrower shall provide Lender with a title insurance policy insuring the Mortgage against any mechanics’ liens upon the Property and stating that no mechanic’s lien (either prior or subordinate to the Mortgage) has been filed upon the Propertyexcept as specified in Schedule A hereto. (j) The Kentucky Property is located at ____________________. (k) The Virginia Property is located at _____________________. (l) The Ohio Property is located at ______________________. (m) Borrower’s federal tax identification number is ________________. (n) Borrower’s organizational number is MD D05284310.