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 Lender that as of the date hereof: (a) Subordinated Creditor has the 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 Subordinated Creditor will not violate or conflict with any material agreement binding upon Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) this Agreement is the legal, valid and binding obligation of Subordinated Creditor, enforceable against 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; (d) Subordinated Creditor is the sole owner of record of the Subordinated Note and the Subordinated Indebtedness; and (e) the Subordinated Indebtedness is, and at all times prior to the termination of this Agreement shall remain, an unsecured obligation of Company.

Representations and Warranties of Subordinated Creditor. The Subordinated Creditor hereby severally (and not jointly and severally) represents and warrants to Lender the Senior Creditors as to itself only, that as of the date hereof: (a) such the Subordinated Creditor has the 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 any material agreement binding upon Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) 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 or by equitable principles; (d) the Subordinated Creditor is the sole owner owner, beneficially and of record record, of the Subordinated Note and the Subordinated IndebtednessNote; and (e) the Subordinated Indebtedness is, and at all times prior to Note held by the termination of this Agreement shall remain, an unsecured Subordinated Creditor is a secured obligation of the Company.