Representations of the Lender Clause Samples

Representations of the Lender. The Lender hereby represents and warrants to Borrower that:

Representations of the Lender. The Lender hereby represents and warrants to the Borrower that each of the representations and warranties set forth in Section 5.2 of the Debenture (as amended by this Amendment) are true and correct as of the Amendment Date, in each case with references to "this Agreement" referring to the Debenture as amended by this Amendment.

Representations of the Lender. The Lender represents and warrants to the Borrower, and acknowledges that the Borrower is relying upon such representations and warranties in entering into this Agreement, as follows: (a) the Lender is not a “U.S. Person” as defined by Regulation S of the Securities Act and is not intending to convert the Principal Sum into shares for the account or benefit of a U.S. Person.

Representations of the Lender. Section 7.1 Each KBS Lender hereby, with respect to itself only, represents and warrants to GKK Stars that: (i) the KBS Lender is duly and legally authorized to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) the person executing this Agreement on behalf of the KBS Lender and any other document or instrument executed and delivered in connection with this Agreement has the full power and authority to execute and deliver all such documents and instruments and to cause the KBS Lender to perform any act which may be necessary pursuant to the terms of this Agreement; (iii) this Agreement and any documents executed by the KBS Lender in connection herewith constitute the legal, valid and binding obligations of the KBS Lender, enforceable against the KBS Lender in accordance with their terms, subject to bankruptcy, creditors' rights, and equitable principles; (iv) ▇▇▇▇▇▇▇, or its affiliate, currently owns 48.2% of the Mortgage Loan and 48.2% of the Junior Mezzanine Loan; (v) Citi, or its affiliate, currently owns 37.5% of the Mortgage Loan and 37.5% of the Junior Mezzanine Loan; (vi) KBSAS currently owns 14.3% of the Mortgage Loan and 14.3% of the Junior Mezzanine Loan; (vii) the KBS Lender has not sold, transferred or otherwise conveyed its interests in the Loans, other than the sale of the Senior Mezzanine to ▇▇▇▇▇▇▇ and Citi Financial pursuant to the KBS Master Repurchase Agreement, (viii) the KBS Lender has received the consent of ▇▇▇▇▇▇▇ and Citi Financial to enter into this Agreement, and (ix) it is a sophisticated party, acting without duress and upon the advice of its own independent counsel (which has advised such parties that its undertakings with respect to the transactions are fully enforceable). Section 7.2 Each of KBS Lender's representations and warranties expressed in the immediately prior Section shall survive for a period of six (6) months after the Outside Transfer Date and any action for a breach of any KBS Lender's representations and warranties expressed in the immediately prior Section must be made and filed within said six (6) month period unless GKK Stars is prevented from filing any such action by operation of law or judicial proceeding.

Representations of the Lender. The Lender represents that (a) it is a private limited liability company which at the date hereof is a resident of Ireland, is subject to taxation in Ireland on the basis of its registration as a legal entity, location of its management body or another similar criterion and it is not subject to taxation in Ireland merely on income from sources in Ireland or connected with property located in Ireland; and (b) on the assumption that entering into this Agreement and the transactions contemplated herein does not cause the Lender to have a permanent establishment in Russia, on the date hereof, it does not have a permanent establishment in Russia The Lender, at the cost of the Borrower, shall make reasonable and timely efforts to assist the Borrower to obtain relief from withholding of Russian income tax pursuant to the double taxation treaty between Russia and the jurisdiction in which the Lender is incorporated, including its obligations under Clause 8.8 (Delivery of Forms). The Lender makes no representation as to the application or interpretation of any double taxation treaty between Russia and the jurisdiction in which the Lender is incorporated.

Representations of the Lender. The Lender represents and warrants to the Borrower as set forth below.

Representations of the Lender. The Lender represents that (a) it is a bank which at the date hereof is a resident of Luxembourg, is subject to taxation in Luxembourg on the basis of its registration as a legal entity, location of its management body or another similar criterion and it is not subject to taxation in Luxembourg merely on income from sources in Luxembourg or connected with property located in Luxembourg; (b) it will account for the Loan on the date of closing on its balance sheet as an asset under “loans and advances to customers” and any arrangements with the agreed funding source as a liability under “liabilities evidenced by paper” and (c) at the date hereof, it does not have a permanent establishment in Russia. The Lender shall make reasonable and timely efforts to assist each relevant Guarantor to obtain relief from the withholding of income tax in any jurisdiction in which the relevant Guarantor is resident for tax purposes pursuant to the double taxation treaty between the jurisdiction in which the relevant Guarantor is resident for tax purposes and the jurisdiction in which the Lender is incorporated, including its obligations under Clause 4.8 (Delivery of Forms). The Lender makes no representation as to the application or interpretation of any double taxation treaty between the jurisdiction in which the relevant Guarantor is resident for tax purposes and the jurisdiction in which the Lender is incorporated.

Representations of the Lender. The Lender hereby makes the following representations and warranties to the Company: (a) The Lender has a good, marketable and unencumbered title to the Outstanding Bridge Loan, 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 the Lender of the Outstanding Bridge Loan, and accrued but unpaid interest thereon, (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 a party, or (iii) will require the Lender to obtain any consents, authorizations or 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 Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). (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 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 Company to the Lender, as well as elsewhere in the Company's 2000 Annual Report, and that the Lender has considered and understands such risks. (h) The Lender has such knowledge and experience in financial and business matters that the Lender is capable of evaluating the merits and risks of an investment in the Company, that the Lender is able to bear the...

Representations of the Lender. On the date of this Agreement, the Lender makes the following representations: 7.2.1. The Lender is duly incorporated, legally operating and is eligible to carry out the lending operation pursuant to the laws of Vietnam. 7.2.2. The Lender has the authority to execute or perform and has completed all necessary corporate procedures and other necessary procedures to execute or perform this Agreement. 7.2.3. The Lender has clearly read and thoroughly understood all the terms and conditions and has been completely willing to execute and perform this Agreement and the Credit Documents.