Common use of Representations and Warranties of the Company and the Subsidiaries Clause in Contracts

Representations and Warranties of the Company and the Subsidiaries. The Company and each Subsidiary jointly and severally represent and warrant to the Registered Holder as of the date of this Debenture, as follows: (a) The Company and each Subsidiary is a corporation duly organized, existing and in good standing under the laws of its state of incorporation and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of the Securities by the Company and each Subsidiary has been duly approved by each corporation's Board of Directors and all other actions required to authorize and effect the offer and sale of the Securities have been duly taken and approved. (c) The Securities have been duly and validly authorized. The Securities, when issued and paid for in accordance with the terms hereof, will be fully paid and non-assessable and valid and binding obligations of the Company and each Subsidiary enforceable in accordance with their respective terms. (d) The Company and each Subsidiary has obtained all licenses, permits and other governmental authorizations necessary to the conduct of its business; such licenses, permits and other governmental authorizations obtained are in full force and effect; and the Company and each Subsidiary is in all material respects complying therewith. (e) Neither the Company nor a Subsidiary knows of any pending or threatened legal or governmental proceedings to which it is a party which could materially adversely affect the business, property, financial condition or operations of the Company or a Subsidiary. (f) Except as set forth in the Memorandum, neither the Company nor a Subsidiary is in violation of or default under, nor will the execution and delivery of the Securities and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, result in a violation of, or constitute a default under the certificate of incorporation or by-laws, the performance or observance of any material obligations, agreement, covenant or condition contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreements or instrument to which the Company or a Subsidiary is a party or by which it or any of its properties may be bound or in violation of any material order, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign. (g) The financial information contained in the Memorandum presents fairly the financial condition of the Company as of the date and for the periods indicated.

Representations and Warranties of the Company and the Subsidiaries. The To induce the Lender to enter into this Agreement, each of the Company and each Subsidiary jointly the Subsidiaries hereby represents and severally represent and warrant warrants to the Registered Holder as of the date of this Debenture, as followsLender that: (a) The representations and warranties of each of the Company and each Subsidiary is a corporation duly organizedthe Subsidiaries in the Loan Documents are on the date of execution and delivery of this Agreement, existing and will be on the Forbearance Effective Date, true, correct and complete in good standing under all material respects with the laws same effect as though made on and as of its state such respective date (or, to the extent such representations and warranties expressly relate to an earlier date, on and as of incorporation and has such earlier date), except to the corporate power to conduct extent of any inaccuracy resulting solely from the business which it conducts and proposes to conductSpecified Defaults. (b) Except for the Specified Defaults or as otherwise expressly provided herein, the Company and each of the Subsidiaries is in compliance with all the terms and provisions set forth in the Loan Agreement and the other Loan Documents on its part to be observed or performed, and no Event of Default has occurred and is continuing. (c) The execution, delivery and performance of the Securities by the Company and each Subsidiary has been duly approved by each corporation's Board of Directors and all other actions required to authorize and effect the offer and sale of the Securities have been duly taken and approved. (c) The Securities have been duly and validly authorized. The Securities, when issued and paid for in accordance with the terms hereof, will be fully paid and non-assessable and valid and binding obligations of the Company and each Subsidiary enforceable in accordance with their respective terms.the Subsidiaries of this Agreement: (di) The Company and each Subsidiary has obtained are within its corporate or limited partnership powers; (ii) have been duly authorized by all licensesnecessary corporate or limited partnership action, permits and other governmental authorizations necessary to including the conduct consent of the holders of its business; such licenses, permits and other governmental authorizations obtained are in full force and effect; and the Company and each Subsidiary is in all material respects complying therewith.equity interests where required; (eiii) Neither the Company nor a Subsidiary knows do not and will not (A) contravene its certificate of incorporation or by-laws or limited partnership or other constituent documents, (B) violate any applicable requirement of law or any order or decree of any pending governmental authority or threatened legal arbitrator applicable to it, (C) conflict with or governmental proceedings to which it is a party which could materially adversely affect the business, property, financial condition or operations of the Company or a Subsidiary. (f) Except as set forth result in the Memorandum, neither the Company nor a Subsidiary is in violation of or default under, nor will the execution and delivery of the Securities and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, result in a violation breach of, or constitute a default under under, or result in or permit the certificate termination or acceleration of, any contractual obligation of incorporation or by-laws, the performance or observance of any material obligations, agreement, covenant or condition contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreements or instrument to which the Company or a Subsidiary is a party any of the Subsidiaries, or by which it (D) result in the creation or imposition of any lien or encumbrance upon any of the property of the Company or any of its properties may the Subsidiaries; and (iv) do not and will not require the consent of, authorization by, approval of, notice to, or filing or registration with, any governmental authority or any other Person, other than those which prior to the Forbearance Effective Date will have been obtained or made and copies of which prior to the Forbearance Effective Date will have been delivered to the Lender and each of which on the Forbearance Effective Date will be bound or in violation of any material order, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreignfull force and effect. (gd) The financial information contained in This Agreement has been duly executed and delivered by the Memorandum presents fairly Company and each of the financial condition Subsidiaries. Each of this Agreement, the Loan Agreement and the other Loan Documents constitutes the legal, valid and binding obligation of the Company and the Subsidiaries, enforceable against each such Person in accordance with its terms, except as of the date and for the periods indicatedmay be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.