Loan Party Representations and Warranties. (a) Borrower and each Initial Project Company Guarantor hereby (i) confirms that all of the representations and warranties set forth in the Loan Agreement and the other Loan Documents are true and correct with respect to Borrower and each Initial Project Company Guarantor as of the date hereof (except insofar as such representations and warranties relate expressly to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date), (ii) covenants to perform its obligations under the Loan Agreement and other Loan Documents (including, but not limited to, this Amendment), (iii) specifically represents and warrants to Lender that it has good and marketable title to all of its respective Collateral, free and clear of any lien or security interest in favor of any other person or entity, other than Permitted Encumbrances, (iv) represents and warrants that the execution, delivery and performance of this Amendment have been authorized by all requisite limited liability company action on the part of each of Borrower and each Initial Project Company Guarantor and will not violate the certificate of formation, operating agreement, or other applicable organization or governing documents of Borrower or such Initial Project Company Guarantor, as applicable, and (v) represents and warrants that this Amendment constitutes the legal, valid and binding obligation of Borrower and each Initial Project Company Guarantor, enforceable against Borrower and each Initial Project Company Guarantor in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(b) The Borrower and each Initial Project Company Guarantors hereby represent and warrant that no Facility Event of Default, Facility Default, Project Company Event of Default or Project Company Default has occurred and is continuing under the Loan Agreement.
(c) The Borrower and each Initial Project Company Guarantor hereby represent and warrant that attached hereto as Schedule 1 is a true, correct and complete list of the assets owned as of the date hereof by (i) Borrower and (ii) each Initial Project Company Guarantor.
Loan Party Representations and Warranties. (a) Borrowers have reviewed the representations and warranties made by, and covenants of, (i) Mortgage Borrowers to and for the benefit of Mortgage Lender contained in the Mortgage Loan Documents, and (ii) First Mezzanine Borrowers to and for the benefit of First Mezzanine Lender contained in the First Mezzanine Loan Documents and all such representations and warranties are true, correct and complete in all material respects.
(b) All of the representations and warranties contained in the Mortgage Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof or to whether the related Mortgage Loan Document has been repaid or otherwise terminated, unless otherwise consented to in writing by Lender.
Loan Party Representations and Warranties. Each Loan Party hereby represents and warrants that (a) this Amendment constitutes its legal, valid and binding obligation, enforceable against such Loan Party in accordance with the terms hereof, (b) after giving effect to this Amendment, (i) the representations and warranties contained in the Credit Agreement are correct in all material respects (other than to the extent any such representation and warranty is already qualified by materiality, in which case such representation and warranty shall be correct in all respects) as though made on and as of the date of this Amendment, except to the extent that any such representation or warranty specifically refers to an earlier date, in which case such representation or warranty was true and correct as of such earlier date, and (ii) no Default or Event of Default has occurred and is continuing.
Loan Party Representations and Warranties. In order to induce the Lenders to make the Loans pursuant to this Agreement and to induce Agent and the Lenders to enter into this Agreement, the Loan Parties, jointly and severally, represent and warrant on (i) the Closing Date (ii) each Disbursement Date, and (iii) each date such representation or warranty is remade or deemed remade in any Facility Document, in each case, that:
Loan Party Representations and Warranties. (a) Borrowers have reviewed the representations and warranties made by, and covenants of, (i) Mortgage Borrowers to and for the benefit of Mortgage Lender contained in the Mortgage Loan Documents, (ii) First Mezzanine Borrowers to and for the benefit of First Mezzanine Lender contained in the First Mezzanine Loan Documents and (iii) Second Mezzanine Borrowers to and for the benefit of Second Mezzanine Lender contained in the Second Mezzanine Loan Documents and all such representations and warranties are true, correct and complete in all material respects.
(b) All of the representations and warranties contained in the Mortgage Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof or to whether the related Mortgage Loan Document has been repaid or otherwise terminated, unless otherwise consented to in writing by Lender.
Loan Party Representations and Warranties. In order to induce the Lenders to execute and deliver this Agreement, the Loan Parties hereby represent and warrant to the Lenders that both before and after giving effect to this Agreement and the consummation of the Global Disposition, (a) no event has occurred and is continuing which constitutes a Default or an Event of Default, and (b) the representations and warranties of (i) the Borrowers contained in Article V of the Credit Agreement (as amended by this Agreement) and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Agreement, the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement (as amended by this Agreement) shall be deemed to refer to the most recent statements furnished pursuant to, respectively, of Sections 6.01(a) and (b) of the Credit Agreement (as amended by this Agreement).
Loan Party Representations and Warranties. Loan Parties represent and warrant to the Noteholder Representative, the Purchasers and the AP Noteholders:
4.1 After giving effect to this Amendment, no Default or Event of Default under any of the Loan Documents as modified herein, 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 Loan Documents as modified herein, has occurred and is continuing.
4.2 On and as of the First Amendment Effective Date, the Borrowers, jointly and severally, make the representations and warranties to the Purchasers as set out in Section 4 of the Note Purchase Agreement, except as set forth on that certain Information Certificate provided to the Noteholder Representative by Borrowers and that certain Perfection Certificate provided to the Noteholder Representative by Borrowers; provided, that with respect to any representation or warranty made as of the “Closing” or the “Closing Date” in the Note Purchase Agreement or other Loan Documents, such representations and warranties shall be deemed to be made as of the First Amendment Effective Date.
Loan Party Representations and Warranties. Each Loan Party hereby represents and warrants to the Consenting Lenders and the Administrative Agent that (i) such Loan Party has the legal power and authority to execute and deliver this Consent, (ii) the officers of such Loan Party executing this Consent have been duly authorized to execute and deliver the same and bind such Loan Party with respect to the provisions hereof, (iii) the execution and delivery hereof by such Loan Party and the performance and observance by such Loan Party of the provisions hereof and all documents executed or to be executed herewith or therewith, do not violate or conflict with the organizational agreements of such Loan Party or any Law applicable to such Loan Party or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Loan Party, (iv) this Consent and the documents executed or to be executed by such Loan Party in connection herewith constitute valid and binding obligations of such Loan Party, enforceable in accordance with their respective terms, except to the extent enforceability of any such document may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance, (v) it has carefully read and fully understands all of the terms and conditions of this Consent, (vi) it has consulted with, or has had a full and fair opportunity to consult with, an attorney of its choosing regarding the terms and conditions of this Consent and (vii) it is freely, voluntarily, knowingly and intelligently entering into this Consent.
Loan Party Representations and Warranties. 4.1 To induce Administrative Agent and each Lender to enter into this Agreement, each Loan Party represents and warrants to Administrative Agent and each Lender, as of the Closing Date, and at all times during which any of the Obligations hereunder remain outstanding, as follows:
Loan Party Representations and Warranties. Each Loan Party hereby represents and warrants to the Agent and each Lender as follows:
