Common use of Representations of each Lender Clause in Contracts

Representations of each Lender. Each Lender, severally and not jointly, hereby represents and warrants to the Parent and the Borrower as follows: a. Such Lender is acquiring the Shares to be issued to such Lender for his own account for investment purposes and not with a view toward, or for resale or transfer in connection with, the sale or distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), that would be in violation of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and has no intention to enter into any contract, agreement, undertaking or arrangement to pledge such Shares or any part thereof. b. Such Lender has been advised by the Parent that (i) the Shares are being issued and sold by the Parent pursuant to an exemption from registration provided under Section 4(2) of the Securities Act and/or Regulation D under the Securities Act and neither the offer nor sale of any Shares has been registered under the Securities Act or any state or foreign securities or “blue sky” laws; (ii) the Shares are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Parent in a transaction not involving a public offering and that the undersigned must continue to bear the economic risk of the investment in the Shares unless subsequently registered under the Securities Act and all applicable state or foreign securities or “blue sky” laws or an exemption from such registration is available; (iii) when and if the Bonus Shares may be disposed of without registration in reliance on Rule 144 of the Securities Act (“Rule 144”), such disposition can be made only in limited amounts in accordance with the terms and conditions of such rule; (iv) if the Rule 144 exemption is not available, public offer or sale of any Shares without registration will require the availability of another exemption under the Securities Act; (v) a restrictive legend in a form satisfactory to the Parent shall be placed on the certificates representing the Shares; and (vi) a notation shall be made in the appropriate records of the transfer agent for the Shares indicating that the Shares are subject to restrictions on transfer. c. Such Lender is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (4) or (7) of the Securities Act and has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits, risks and consequences of an investment in the Shares and is able to bear the economic risk of loss of such investment, including the complete loss of such investment; and d. Such Lender is not named on a list published by OFAC or is not a person with whom dealings are prohibited under any OFAC Regulations.

Representations of each Lender. Each Lender, severally individually and not jointlyseverally, hereby represents makes the following representations and warrants warranties to the Parent and the Borrower as followsCompany: a. Such (a) The Lender has a good, marketable and unencumbered title to such Lender's Promissory Notes and Original Warrants, free and clear of all liens, security interests, pledges, claims and encumbrances. (b) The Lender has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. (c) This Agreement constitutes a valid and binding obligation of the Lender, enforceable against the Lender in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors rights generally and general principles of equity. (d) Neither the execution, delivery and performance of this Agreement by the Lender, nor the exchange by such Lender of such Lender's Promissory Notes and Original Warrants, (i) will violate any law, rule, regulation or order of any court or governmental authority with jurisdiction or oversight with respect to the Lender, (ii) will result in any breach of any provision of, or default under, any material agreement or instrument to which the Lender is acquiring the Shares to be issued to such Lender for his own account for investment purposes and not with a view towardparty, or for resale (iii) will require the Lender to obtain any consents, authorizations or transfer approvals from any person or authority not received prior to the date of the Closing. (e) The Lender is an "accredited investor" as such term is defined in connection with, the sale or distribution thereof within the meaning Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “"Securities Act”"), that would be in violation of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and has no intention to enter into any contract, agreement, undertaking or arrangement to pledge such Shares or any part thereof. b. Such (f) The Lender has had an opportunity to meet with the Company's management to ask questions and the Lender was given full access to all documentation which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to the Lender. All such questions, if asked, have been advised answered satisfactorily and all such documentation, if examined, was found to be fully satisfactory. (g) There are substantial risks attendant to the Company and its business, including the risks identified under the heading "Risk Factors" in the Company's 2000 Annual Report, which has been provided by the Parent that (i) Company to the Shares are being issued and sold by Lender, as well as elsewhere in the Parent pursuant to an exemption from registration provided under Section 4(2) of the Securities Act and/or Regulation D under the Securities Act and neither the offer nor sale of any Shares has been registered under the Securities Act or any state or foreign securities or “blue sky” laws; (ii) the Shares are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Parent in a transaction not involving a public offering Company's 2000 Annual Report, and that the undersigned must continue to bear the economic risk of the investment in the Shares unless subsequently registered under the Securities Act Lender has considered and all applicable state or foreign securities or “blue sky” laws or an exemption from understands such registration is available; (iii) when and if the Bonus Shares may be disposed of without registration in reliance on Rule 144 of the Securities Act (“Rule 144”), such disposition can be made only in limited amounts in accordance with the terms and conditions of such rule; (iv) if the Rule 144 exemption is not available, public offer or sale of any Shares without registration will require the availability of another exemption under the Securities Act; (v) a restrictive legend in a form satisfactory to the Parent shall be placed on the certificates representing the Shares; and (vi) a notation shall be made in the appropriate records of the transfer agent for the Shares indicating that the Shares are subject to restrictions on transferrisks. c. Such (h) The Lender is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (4) or (7) of the Securities Act and has such knowledge, skill knowledge and experience in business, financial and investment business matters so that it the Lender is capable of evaluating the merits, merits and risks and consequences of an investment in the Shares and Company, that the Lender is able to bear the economic risk of loss risks of such investment, including investment for an indefinite period of time and that at the present time the Lender could afford a complete loss of such investment; and. An investment in the Aggregate Shares and Revised Warrants is speculative and involves a risk of loss of the entire investment and it is unlikely that any income will be received from such investment. d. Such (i) Because the Aggregate Shares will not be registered under the Securities Act, or any state securities laws, none of the Aggregate Shares can be transferred without registration or available exemption from registration under the Securities Act or such state securities laws. The Lender is not named on a list published by OFAC familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby. The Lender understands that the Aggregate Shares will bear an appropriate legend restricting the sale, hypothecation or is not a person with whom dealings are prohibited under other transfer of any OFAC Regulationsof the Aggregate Shares, and that the transfer records of the Company will contain appropriate notations of such transfer restrictions.