Common use of BORROWER REPRESENTATIONS AND WARRANTIES Clause in Contracts

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank: 4.1 No default or event of default under any of the Related Documents as modified hereby, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the financial conditions of the Borrower or any other person whose financial statement has been delivered to the Bank in connection with the Note from the most recent financial statement received by the Bank. 4.3 Each and all representations and warranties of the Borrower in the Related Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs with respect to the loan evidenced by the Note or with respect to the Related Documents as modified herein. 4.5 The Note and the Related Documents as modified herein are the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank: 4.1 No default or event of default under any of the Related Loan Documents as modified herebyherein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Loan Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the financial conditions condition of the Borrower or any other person whose financial statement has been delivered to the Bank in connection with the Note Loan from the most recent financial statement received by the Bank. 4.3 Each and all representations and warranties of the Borrower in the Related Loan Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs set-offs with respect to the loan evidenced by Loan or the Note or with respect to the Related Loan Documents as modified herein. 4.5 The Note and the Related Loan Documents as modified herein are the legal, valid, and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Loan Documents as modified herein. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Company and each Co-Borrower to the extent applicable represents and warrants to the BankBanks: 4.1 No default or event of default under any of the Related Credit Documents as modified herebyherein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Credit Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the financial conditions condition of the Borrower or any other person whose financial statement has been delivered to the Bank Banks in connection with the Note Loans from the most recent financial statement received by the BankBanks. 4.3 Each and all representations and warranties of the Borrower in the Related Credit Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs set-offs with respect to the loan evidenced by Loans or the Note or with respect to the Related Credit Documents as modified herein. 4.5 The Note and the Related Credit Documents as modified herein are the legal, valid, and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Credit Documents as modified herein. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Credit Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank: 4.1 No default or event of default under any of the Related Loan Documents as modified herebyherein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Loan Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the financial conditions condition of the Borrower or any other person whose financial statement has been delivered to the Bank in connection with the Note Loan from the most recent financial statement received by the Bank. 4.3 Each and all representations and warranties of the Borrower in the Related Loan Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs set-offs with respect to the loan evidenced by Loan or the Note or with respect to the Related Loan Documents as modified herein. 4.5 The Note and the Related Loan Documents as modified herein are the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Loan Documents as modified herein. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank: 4.1 No default or event of default under any of the Related Credit Documents as modified herebyherein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Credit Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the financial conditions condition of the Borrower or any other person whose financial statement has been delivered to the Bank in connection with the Note Loan from the most recent financial statement received by the Bank. 4.3 Each and all representations and warranties of the Borrower in the Related Credit Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs set-offs with respect to the loan evidenced by Loan or the Note or with respect to the Related Credit Documents as modified herein. 4.5 The Note and the Related Credit Documents as modified herein are the legal, valid, and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Credit Documents as modified herein. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Credit Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the BankLender: 4.1 No default or event of default under any of the Related Loan Documents as modified herebyherein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Loan Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the financial conditions condition of the Borrower or any other person whose financial statement has been delivered to the Bank Lender in connection with the Note Loans from the most recent financial statement received by the BankLender. 4.3 Each and all representations and warranties of the Borrower in the Related Loan Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs set-offs with respect to the loan evidenced by Loans or the Note or with respect to the Related Loan Documents as modified herein. 4.5 The Note and the Related Loan Documents as modified herein are the legal, valid, and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Loan Documents as modified herein. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the BankLender: 4.1 No default or event of default under any of the Related Loan Documents as modified herebyherein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Loan Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the financial conditions condition of the Borrower or any other person whose financial statement has been delivered to the Bank Lender in connection with the Note Loan from the most recent financial statement received by the BankLender. 4.3 Each and all representations and warranties of the Borrower in the Related Loan Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs set-offs with respect to the loan evidenced by Loan or the Note or with respect to the Related Loan Documents as modified herein. 4.5 The Note and the Related Loan Documents as modified herein are the legal, valid, and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Loan Documents as modified herein. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank: 4.1 No default or event of default under any of the Related Loan Documents as modified herebyherein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Loan Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the financial conditions condition of the Borrower or any other person whose financial statement has been delivered to the Bank in connection with the Note Line of Credit from the most recent financial statement received by the Bank. 4.3 Each and all representations and warranties of the Borrower in the Related Loan Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs set-offs with respect to the loan evidenced by Line of Credit or the Note or with respect to the Related Loan Documents as modified herein. 4.5 The Note and the Related Loan Documents as modified herein are the legal, valid, and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Loan Documents as modified herein. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of Borrower. The certifications, representations and warranties made to Bank in those certain Corporate Resolutions and Limited Liability Certificates of Borrower, dated December 9, 2005 remain true and correct as of the Borrowerdate of this Agreement.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the BankLenders, Administrative Agent, and Documentation and Syndication Agent: 4.1 No default or event of default under any of the Related Loan Documents as assumed and modified herebyherein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Loan Documents as assumed and modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the financial conditions condition of the Borrower Borrower, any Guarantor or any other person whose financial statement has been delivered to the Bank Administrative Agent in connection with the Note Loan from the most recent financial statement received by the BankAdministrative Agent. 4.3 Each and all representations and warranties of the Borrower in the Related Loan Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs set-offs with respect to the loan evidenced by Loan or the Note or with respect to the Related Loan Documents as assumed and modified herein. 4.5 The Note and the Related Loan Documents as assumed and modified herein are the legal, valid, and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Each Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Loan Documents as assumed and modified herein. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Loan Documents as assumed and modified herein have been duly authorized by all requisite action by or on behalf of the each Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of the each Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank: 4.1 No default or event of default under any of the Related Documents as modified hereby, nor any event, event that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the financial conditions of the Borrower or any other person whose financial statement has been delivered to the Bank in connection with the Note from the most recent financial statement received by the Bank. 4.3 Each and all representations and warranties of the Borrower in the Related Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs with respect to the loan evidenced by the Note or with respect to the Related Documents as modified herein. 4.5 The Note and the Related Documents as modified herein are the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the BankLenders, Administrative Agent, and Documentation and Syndication Agent: 4.1 No default or event of default under any of the Related Loan Documents as modified herebyherein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Loan Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the financial conditions condition of the Borrower Borrower, any Guarantor or any other person whose financial statement has been delivered to the Bank Administrative Agent in connection with the Note Loan from the most recent financial statement received by the BankAdministrative Agent. 4.3 Each and all representations and warranties of the Borrower in the Related Loan Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs set-offs with respect to the loan evidenced by Loan or the Note or with respect to the Related Loan Documents as modified herein. 4.5 The Note and the Related Loan Documents as modified herein are the legal, valid, and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Each Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Loan Documents as modified herein. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the each Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of the each Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the BankBank that: 4.1 No default or event of default under any of the Related Loan Documents as modified herebyherein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under any of the Related Loan Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the financial conditions condition or results from operations of the Borrower or any other person whose financial statement has been delivered to the Bank in connection with the Note Loan from the most recent financial statement received by Bank, and there has been no casualty, loss or material deterioration in the Bankcondition or value of any collateral security for the Loan. 4.3 Each and all of the representations and warranties of the Borrower in the Related Loan Documents are is true and accurate as if made on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs set-offs with respect to the loan evidenced by Loan or the Note or with respect to the Related Loan Documents as modified herein. 4.5 The Note and the Related Loan Documents as modified herein are the legal, valid, and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Loan Documents as modified herein. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Each of Borrower and Guarantor represents and warrants to the Bank: 4.1 Lender: (a) No default or event of default under any of the Related Loan Documents as modified herebyherein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Loan Documents as modified herein has occurred and is continuing. 4.2 ; (b) There has been no material adverse change in the financial conditions condition of the Borrower or Guarantor or any other person whose financial statement has been delivered to the Bank Lender in connection with the Note Loan from the most recent financial statement received by the Bank. 4.3 Lender; (c) Each and all representations and warranties of the Borrower and Guarantor in the Related Loan Documents are accurate on the date hereof. 4.4 The ; (d) Neither Borrower nor Guarantor has no any claims, counterclaims, defenses, or setoffs set-offs with respect to the loan evidenced by Loan or the Note or with respect to the Related Loan Documents as modified herein. 4.5 ; (e) The Note and the Related Loan Documents as modified herein are the legal, valid, and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any ; (f) Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower , has not changed its legal name as set forth above, and has the requisite power and authority to execute and deliver this agreement Modification Agreement and to perform the obligations described in the Related Loan Documents as modified herein. ; (g) The execution and delivery of this agreement Modification Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. ; and (h) This agreement Modification Agreement has been duly executed and delivered by or on behalf of the Borrower.