Common use of Confirmation of Representations, Warranties and Agreements Clause in Contracts

Confirmation of Representations, Warranties and Agreements. Borrower hereby reaffirms, as if made as of the date hereof, all of Borrower's representations and warranties contained in the Receivables Loan Agreement. Borrower furthermore reaffirms the validity, enforceability and legality of the Documents, and all provisions of the Documents, as modified, are hereby confirmed and ratified. Without limiting the generality of the foregoing, Borrower hereby reaffirms the validity and enforceability of the Security Interest granted to Lender in the Receivables Collateral and the Residual Collateral as security for Borrower's payment and Performance of all Obligations, other than those Obligations arising out of the Environmental Certificate with Representations, Covenants and Warranties delivered in connection with the Construction Loan Agreement. Borrower hereby acknowledges and agrees that the definition of Obligations includes, without limitation, each and every obligation, duty, covenant, undertaking and condition which Borrower is required or has agreed to perform under the Documents and under the Construction Loan Documents, and each and every obligation of Borrower now or hereafter owing to Lender. In the event of a conflict or inconsistency between the provisions of the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, on the one hand, and the provisions of this Fifth Amendment, on the other hand, the provisions of this Fifth Amendment shall prevail. 5.

Confirmation of Representations, Warranties and Agreements. Borrower hereby reaffirms, as if made as of the date hereof, all of Borrower's representations and warranties contained in the Receivables Loan Agreement. Borrower furthermore reaffirms the validity, enforceability and legality of the Documents, and all provisions of the Documents, as modified, are hereby confirmed and ratified; provided, however, that with respect to enforceability ----------------- and legality, Borrower make such reaffirmation only to the best of its knowledge. Without limiting the generality of the foregoing, Borrower represents and warrants that there has occurred no material adverse change in the Real Property, Receivables Collateral or Residual Collateral or in the business or financial condition of Borrower or - 18 - Guarantor since the date of the last financial statements submitted to Lender and that neither Borrower nor Guarantor has failed to disclose to Lender any information material to the Loan. All provisions of the Documents, as modified, are hereby confirmed and ratified. Without limiting the generality of the foregoing, Borrower hereby reaffirms the validity and enforceability of the Security Interest granted to Lender in the Receivables Collateral and the Residual Collateral as security for Borrower's payment and Performance of all Obligations, other than those Obligations arising out of the Environmental Certificate with Representations, Covenants and Warranties delivered in connection with the Construction Loan Agreement. Borrower hereby acknowledges and agrees that the definition of Obligations includes, without limitation, each and every obligation, duty, covenant, undertaking and condition which Borrower is required or has agreed to perform under the Documents and under the Construction Loan Documents, and each and every obligation of Borrower now or hereafter owing to Lender. In the event of a conflict or inconsistency between the provisions of the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment and Amendment, the Fourth Amendment, the Fifth Amendment or the Sixth Amendment, on the one hand, and the provisions of this Fifth Seventh Amendment, on the other hand, the provisions of this Fifth Seventh Amendment shall prevail. 5All terms, conditions and provisions of the Original Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and Sixth Amendment are continued in full force and effect and shall remain unaffected and unchanged except as specifically amended or modified hereby. Borrower acknowledges that as of the date hereof, it has (i) no defense, counterclaim, offset, cross-complaint, claim or demand of any nature whatsoever which can be asserted as a basis to seek affirmative relief or damages from Lender or as a basis to reduce or eliminate all or any part of its liability to repay the Loan and (ii) no other claim against Lender with respect to any aspect of the transaction in respect to which the Loan was made.

Confirmation of Representations, Warranties and Agreements. Borrower hereby reaffirms, as if made as of the date hereof, all of Borrower's representations and warranties contained in the Receivables Loan Original Agreement. Borrower furthermore reaffirms the validity, enforceability and legality of the Documents, and all provisions of the Documents, as modified, are hereby confirmed and ratified. Without limiting the generality of the foregoing, Borrower hereby reaffirms the validity and enforceability of the Security Interest granted to Lender in the Receivables Collateral and the Residual Collateral as security for Borrower's payment and Performance of all Obligations, other than those Obligations arising out of the Environmental Certificate with Representations, Covenants and Warranties delivered in connection with the Construction Loan Agreement. Borrower hereby acknowledges and agrees that the definition of Obligations includes, without limitation, each and every obligation, duty, covenant, undertaking and condition which Borrower is required or has agreed to perform under the Documents and under the Construction Loan Documents, and each and every obligation of Borrower now or hereafter owing to Lender. In the event of a conflict or inconsistency between the provisions of the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, on the one hand, Agreement and the provisions of this Fifth First Amendment, on the other hand, the provisions of this Fifth First Amendment shall prevail. 5All terms, conditions and provisions of the Original Agreement are continued in full force and effect and shall remain unaffected and unchanged except as specifically amended or modified hereby. Borrower acknowledges that as of the date hereof, it has (i) no defense, counterclaim, offset, cross-complaint, claim or demand of any nature whatsoever which can be asserted as a basis to seek affirmative relief or damages from Lender or as a basis to reduce or eliminate all or any part of its liability to repay the Loan and (ii) no other claim against Lender with respect to any aspect of the transaction in respect to which the Loan was made.

Confirmation of Representations, Warranties and Agreements. Borrower hereby reaffirms, as if made as of the date hereof, all of Borrower's representations and warranties contained in the Receivables Loan Original Agreement. Borrower furthermore reaffirms the validity, enforceability and legality of the Documents, and all provisions of all provisions of the Documents, as modified, are hereby confirmed and ratified, provided that with respect to enforceability, Borrower makes such reaffirmation only to the best of its knowledge. Without limiting the generality of the foregoing, Borrower hereby reaffirms the validity and enforceability of the Security Interest granted to Lender in the Receivables Collateral and the Residual Collateral as security for Borrower's payment and Performance of all Obligations, other than those Obligations arising out of the Environmental Certificate with Representations, Covenants and Warranties delivered in connection with the Construction Loan Agreement. Borrower hereby acknowledges and agrees that the definition of Obligations includes, without limitation, each and every obligation, duty, covenant, undertaking and condition which Borrower is required or has agreed to perform under the Documents and under the Construction Loan Documents, and each and every obligation of Borrower now or hereafter owing to Lender. In the event of a conflict or inconsistency between the provisions of the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, on the one hand, Agreement and the provisions of this Fifth First Amendment, on the other hand, the provisions of this Fifth First Amendment shall prevail. 5All terms, conditions and provisions of the Original Agreement are continued in full force and effect and shall remain unaffected and unchanged except as specifically amended or modified hereby. Borrower acknowledges that as of the date hereof, it has (i) no defense, counterclaim, offset, cross-complaint, claim or demand of any nature whatsoever which can be asserted as a basis to seek affirmative relief or damages from Lender or as a basis to reduce or eliminate all or any part of its liability to repay the Loan and (ii) no other claim against Lender with respect to any aspect of the transaction in respect to which the Loan was made.