BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that:
(a) immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing;
(b) Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;
(c) the certificate of incorporation and by-laws of Borrower (collectively, “Organizational Documents”) delivered to Bank on or prior to the date hereof are true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect as of the date hereof, and Borrower shall promptly deliver to Bank any amendments, supplements, restatements or other modifications to such Organizational Documents;
(d) the execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate action on the part of Borrower;
(e) this Amendment has been duly executed and delivered by the Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and
(f) as of the date hereof, Borrower has no defenses against the obligations to pay any amounts under the Obligations. Borrower acknowledges that Bank has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this Amendment and in connection with the Loan Documents. Borrower understands and acknowledges that Bank is entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.
BORROWER'S REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Borrower represents and warrants to each Lender that the following statements are true, correct and complete:
BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that:
(a) it is registered as a company under the Act, and has the power to carry on its business and own its property in the manner and in the locations in which such business is presently being carried on or property owned;
(b) it has full power and authority under its constitution:
(i) to enter into this Agreement and the Security;
(ii) to do all things required by this Agreement and the Security;
(iii) all necessary meetings have been held;
(iv) all required resolutions have been passed; and
(v) any other action necessary to authorise the execution and performance of this Agreement and the Security has been taken; this Agreement and the Security will each constitute the legal, valid, binding and enforceable obligation of the Borrower in accordance with their respective terms;
(c) except as disclosed in writing to the Lender and dispensed with in writing by the Lender, neither the execution nor the performance of this Agreement or the Security will:
(i) violate in any respect any statute, decree, rule or regulation or any determination, order or award of any court or any governmental, judicial or public body or authority applicable to the Borrower;
(ii) cause any limitation, whether imposed by state, decree, rule or regulation on any of the powers of the Borrower or on the Borrower’s right or ability to exercise such powers to be exceeded;
(iii) conflict with, or result in any breach of, or require any consent or approval under, any mortgage, agreement or other undertaking or instrument to which the Borrower is a party or which is binding on the Borrower or any of the Borrower’s assets;
(iv) result in a mortgage, charge, lien or other encumbrance over any of the Borrower’s assets; or
(v) cause any limit on the powers of the Borrower in respect of borrowing, guaranteeing, raising financial accommodation or otherwise to be exceeded;
(vi) except as disclosed in writing to the Lender and dispensed with in writing by the Lender, the Borrower is not in default or difficulty under any deed, agreement or other document or obligation to which it is a party or by which it is bound, or in respect of any financial commitment or obligation, including obligations under guarantees or other contingent liabilities, which default or difficulty is reasonably likely to adversely affect the ability of the Borrower to comply with its obligations under this Agreement or the Security;
(d) the Borrower is in full and ongoing compliance with ...
BORROWER'S REPRESENTATIONS AND WARRANTIES. To induce Lender to enter into this Agreement, and to make the Loan to Borrower, Borrower represents and warrants to Lender as follows:
BORROWER'S REPRESENTATIONS AND WARRANTIES. Each Borrower hereby represents and warrants that:
(a) immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing;
(b) such Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;
(c) the certificate of incorporation, bylaws and other organizational documents of such Borrower delivered to Bank in connection with the Loan Agreement remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;
(d) the execution and delivery by such Borrower of this Amendment and the performance by such Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate action on the part of such Borrower; and
(e) this Amendment has been duly executed and delivered by such Borrower and is the binding obligation of such Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.
BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants as follows:
BORROWER'S REPRESENTATIONS AND WARRANTIES. Each Borrower has made the representations and warranties in Sections 5.17 and 5.18 of the Credit and Security Agreement on which the Ford Credit, the Depositor and the Issuer is relying. The representations and warranties are made as of the Exchange Note Issuance Date and will survive the issuance of the 2018-B Exchange Note to Ford Credit, the sale of the 2018-B Exchange Note to the Depositor, the sale of the 2018-B Exchange Note to the Issuer and the pledge of the 2018-B Exchange Note by the Issuer to the Indenture Trustee under the Indenture.
BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lenders as follows:
BORROWER'S REPRESENTATIONS AND WARRANTIES. In order to induce Agent and Lenders to enter into this Agreement, Borrowers hereby represent and warrant to Agent and Lenders as follows:
BORROWER'S REPRESENTATIONS AND WARRANTIES. As of the date of execution of this Agreement Borrower hereby represents and warrants to Lender the followings:
