Common use of Obligors’ Representations And Warranties Clause in Contracts

Obligors’ Representations And Warranties. Each Obligor acknowledges, represents, warrants and agrees that: (a) other than the representation and warranty as to no Defaults, after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) the execution, delivery and performance of this Agreement are within the limited liability company or corporate power and authority of such Obligor and have been duly authorized by appropriate limited liability company and corporate action and proceedings; (c) this Agreement constitutes the legal, valid, and binding obligation of such Obligor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity, and no portion of the Obligations are subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (d) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (e) the Obligors have granted to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Permitted Liens) Liens in the Collateral and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; and (f) other than the Designated Defaults, no other Defaults or Events of Default have occurred and are continuing.

Obligors’ Representations And Warranties. Each Obligor acknowledges, represents, warrants Obligors jointly and agrees severally represent and warrant to FDIC that: : (a) None of Obligors nor any of their associates, affiliates or relatives (i) is or was an employee of FDIC, the Federal Deposit Insurance Corporation in its corporate or any other capacity ("Corporation"), the Federal Savings and Loan Insurance Corporation in its corporate or any other capacity ("FSLIC") or Resolution Trust Corporation in its corporate or any other capacity ("RTC") or a family member of any employee of FDIC, the Corporation, FSLIC or RTC; (ii) is or was an obligor under the terms of any indebtedness to FDIC. the Corporation, FSLIC or RTC (other than the representation and warranty as Indebtedness), or a family member or agent of any such obligor; (iii) is or was an officer, director, employee of, or otherwise affiliated with or interested in The National Bank of Washington; (iv) is now an obligor in default on any obligation (other than the Indebtedness) to no Defaults, after giving effect to this AgreementFDIC, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as Corporation, FSLIC or RTC or a family member or agent of the Effective Date as if made on as and as of such date except to the extent that any such representation defaulting obligor; or warranty expressly relates solely to an earlier date(v) is involved in any litigation with FDIC, in which case such representation the Corporation, FSLIC or warranty is true and correct in all material respects as of such earlier date; RTC other then the subject Litigation. (b) the execution, delivery and performance None of this Agreement are within the limited liability company or corporate power and authority Obligors nor any of such Obligor and have their affiliates (i) has been duly authorized by appropriate limited liability company and corporate action and proceedingsconvicted of a felony; (cii) this Agreement constitutes the legal, valid, and binding obligation of such Obligor enforceable in accordance with its terms, except as limited is under investigation by applicable bankruptcy, insolvency, reorganization, moratorium, a grand jury or similar laws affecting body; (iii) has been removed from or prohibited from participating in the rights of creditors generally and general principles of equity, and no portion of the Obligations are subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense affairs of any kindinsured depository institution; (div) there are no governmental has demonstrated a pattern or practice of defalcation; or (v) has caused a substantial loss to federal deposit insurance funds (other third party consents, licenses and approvals required than in connection with the execution, delivery, performance, validity Indebtedness). (c) Obligors have obtained their own independent tax advice regarding this Agreement and enforceability FDIC has made no representation regarding the tax or other consequences of this Agreement; transaction. Obligors warrant that the numbers shown on the signature page hereof are the correct taxpayer identification numbers of the respective Obligors. Obligors acknowledge that FDIC may rely upon tax identification numbers to satisfy credit verification and legal reporting obligations. (d) Obligors acknowledge that persons who induce FDIC, RTC or the Corporation to enter into agreements based upon statements, documents or things known by such persons to be false, forged or counterfeit are subject under federal law to criminal penalties including fines and/or imprisonment. (e) All written financial information, including but not limited to that described in Exhibit C, provided to FDIC by any Obligor or any of their agents was, as of the stated date of such information, accurate and not materially misleading, and Obligors have granted acknowledge that FDIC has specifically relied upon such information in reaching its decision to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Permitted Liens) Liens in the Collateral and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; and execute this Agreement. (f) Obligors have not, within five (5) years prior to the date hereof, transferred or disposed of any assets to avoid, elude, delay, hinder or frustrate the claims of FDIC. Further, during the 24 months before the date hereof, Obligors have not gratuitously nor for less than fair market value transferred or conveyed property (other than gifts having an aggregate value not in excess of One Thousand Dollars ($1,000), to family members). Obligors have disclosed to FDIC fully and accurately in writing any transaction during the Designated Defaults, no other Defaults last 24 months in which any Obligor has gratuitously or Events otherwise transferred or conveyed property with an aggregate appraised or book value of Default have occurred and are continuingOne Thousand Dollars ($1,000) or more at less than such appraised or book value.

Obligors’ Representations And Warranties. Each Obligor acknowledges, represents, warrants and agrees that: (a) other than the representation and warranty as to no Defaults, after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement Agreement, and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) no Default (other than the Designated Defaults) has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the limited liability company or corporate power and authority of such Obligor Borrower and have been duly authorized by appropriate limited liability company and corporate action and proceedings; (cd) this Agreement constitutes the legal, valid, and binding obligation of such Obligor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity, and no portion of the Obligations are subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (de) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (ef) the Obligors have granted to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Permitted Liens) Liens other than the Liens in favor of the Subordinated Agent), Liens in the Collateral and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (g) no changes have been made in officers’ incumbency since those certified to the Administrative Agent and the Lenders on the original closing of the Credit Agreement on or about December 17, 2008, except that Xxxxxxx X. XxXxxxxx has resigned as Senior Vice President of Engineering and Operations; (h) no changes have been made to the authorizing resolutions delivered in connection with the original closing of the Credit Agreement on or about December 17, 2008; and (fi) other than no changes have been made to the Designated Defaultsorganizational documents since the original closing of the Credit Agreement on or about December 17, no other Defaults or Events of Default have occurred and are continuing2008.

Obligors’ Representations And Warranties. Each Obligor acknowledges, represents, warrants and agrees that: (a) other than the representation and warranty as to no Defaults, after giving effect to this Agreement, the representations and warranties contained in the Subordinated Credit Agreement Agreement, and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) no Default (other than the Designated Defaults) has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the limited liability company or corporate power and authority of such Obligor Borrower and have been duly authorized by appropriate limited liability company and corporate action and proceedings; (cd) this Agreement constitutes the legal, valid, and binding obligation of such Obligor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity, and no portion of the Obligations are subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (de) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (ef) the Obligors have granted to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Permitted Liens) Liens in the Collateral and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (g) no changes have been made in officers’ incumbency since those certified to the Administrative Agent and the Lenders on the original closing of the Subordinated Credit Agreement on or about December 17, 2008, except that Xxxxxxx X. XxXxxxxx has resigned as Senior Vice President of Engineering and Operations; (h) no changes have been made to the authorizing resolutions delivered in connection with the original closing of the Subordinated Credit Agreement on or about December 17, 2008; and (fi) other than no changes have been made to the Designated Defaultsorganizational documents since the original closing of the Subordinated Credit Agreement on or about December 17, no other Defaults or Events of Default have occurred and are continuing2008.